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					                                                  SINGAPORE

                                               COMPANIES ACT

                                       Revised, 1994 (as amended, 2002)

                                     ARRANGEMENT OF PROVISIONS

                                           PART I - PRELIMINARY

1.     Short title
2.     Division into Parts.
3.     Repeals.
4.     Interpretation.
5.     Definition of subsidiary and holding company.
5A.    Definition of ultimate holding company.
5B.    Definition of wholly owned subsidiary.
6.     When corporations deemed to be related to each other.
7.     Interests in shares.

                                PART II - ADMINISTRATION OF THIS ACT

8.     Registrar of Companies, etc.
8A.    Inspection of books of corporation.
8B.    Power of Magistrate to issue warrant to seize books.
8C.    Copies of or extracts from books to be admitted in evidence.
8D.    Destruction, mutilation, etc., of company documents.
8E.    Saving for advocates and solicitors.
8F.    Investigation of certain matters.
8G.    Savings for banks, insurance companies and certain financial institutions.
8H.    Security of information.
9.     Company auditors and liquidators to be approved by Minister.
10.    Company auditors.
11.    Disqualification of liquidators.
12.    Registers.
12A.   Filling service.
12B.   Rectification of register.
13.    Enforcement of duty to make returns.
14.    Relodging of lost registered documents.
15.    Size, durability and legibility of documents delivered to Registrar.
16.    Instant Information Service - exclusion of liability for errors or omissions.
16A.   Supply of magnetic tapes - exclusion of liability for errors or omissions.

                               PART III - CONSTITUTION OF COMPANIES

                                       DIVISION 1 - INCORPORATION

17.    Formation of companies.
18.    Private company.
19.    Registration and incorporation.
20.    Power to refuse registration.
21.    Membership of holding company.
22.    Requirements as to memorandum.

                                             DIVISION 2 - POWERS

23.    Powers of a company.
24.    Power of company to provide for employees on cessation of business.
25.    Ultra vires transactions.

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26.    General provisions as to alteration of memorandum.
27.    Names of companies.
28.    Change of name.
29.    Omission of “Limited” or “Berhad” in name of charitable and other companies.
30.    Registration of unlimited company as limited company, etc.
31.    Change from public to private company.
32.    Default in complying with requirements as to private companies.
33.    Alterations of objects in memorandum.
34.    Alteration of memorandum by company to which section 14 of Residential Property Act applies.
35.    Articles of association.
36.    Adoption of Table A in Fourth Schedule.
37.    Alteration of articles.
38.    As to memorandum and articles of companies limited by guarantee.
39.    Effect of memorandum and articles.
40.    Copies of memorandum and articles.
41.    Ratification by company of contracts made before incorporation.
42.    Prohibition of carrying on business with fewer than statutory minimum of members.
42A.   Company or foreign company with a charitable purpose which contravenes the Charities Act or regulations
       made thereunder may be wound up or struck off the register.

                           PART IV - SHARES, DEBENTURES AND CHARGES

                                       DIVISION 1 - PROSPECTUSES

43.    Requirement to issue form of application for shares or debentures with a prospectus.
44.    As to invitations to the public to lend money to or to deposit money with a corporation.
45.    Contents of prospectuses.
45A.   Profile statement.
46.    Exemption from requirements as to form or content of prospectus or profile statement.
47.    Abridged prospectus for renounceable rights issues.
48.    Restrictions on advertisements, etc.
49.    As to retention of over-subscriptions in debenture issues.
50.    Registration of prospectus.
50A.   Lodging supplementary document or replacement document.
51.    Exemption for certain governmental and international corporations as regards the signing of a copy of
       prospectus by all directors.
52.    Document containing offer of shares for sale deemed prospectus.
53.    Allotment of shares and debentures where prospectus indicates application to list on stock exchange.
54.    Expert’s consent to issue of prospectus containing statement by him.
55.    Civil liability for false or misleading statements and omissions.
55A.   Persons liable to inform person making offer or invitation about certain deficiencies.
55B.   Defences.
56.    Criminal liability for false or misleading statements and omissions.

       DIVISION 2 - RESTRICTIONS ON ALLOTMENT AND COMMENCEMENT OF BUSINESS

57.    Prohibition of allotment unless minimum subscription received.
58.    Application and moneys to be held by the company in trust in a separate bank account until allotment.
59.    Restriction on allotment in certain cases.
60.    Requirements as to statements in lieu of prospectus.
61.    Restrictions on commencement of business in certain circumstances.
62.    Restriction on varying contracts referred to in prospectus, etc.

                                            DIVISION 3 - SHARES

63.    Return as to allotments.
64.    As to voting rights of equity shares in certain companies.
65.    Differences in calls and payments, etc.
66.    Share warrants.

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67.    Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.
68.    Power to issue shares at a discount.
69.    Issue of shares at premium.
69A.   Relief from section 69.
69B.   Merger relief.
69C.   Relief from section 69 in respect of group reconstruction.
69D.   Retrospective relief from section 69 in certain circumstances.
69E.   Provisions supplementary to sections 69B and 69C.
69F.   Power to make provision extending or restricting relief from section 69.
70.    Redeemable preference shares.
71.    Power of company to alter its share capital.
72.    Validation of shares improperly issued.
73.    Special resolution for reduction of share capital.
74.    Rights of holders of classes of shares.
75.    Rights of holders of preference shares to be set out in memorandum or articles.
76.    Company financing dealings in its shares, etc.
76A.   Consequences of company financing dealings in its shares, etc.
76B.   Company may acquire its own shares.
76C.   Authority for off-market acquisition on equal access scheme.
76D.   Authority for selective off-market acquisition.
76E.   Authority for market acquisition.
76F.   Payments to be made out of distributable profits and company not to be insolvent.
76G.   Capital redemption reserve.
77.    Options over unissued shares.
78.    Power of company to pay interest out of capital in certain cases.

                             DIVISION 4 - SUBSTANTIAL SHAREHOLDINGS

79.    Application and interpretation of Division.
80.    Persons obliged to comply with Division.
81.    Substantial shareholdings and substantial shareholders.
82.    Substantial shareholder to notify company of his interests.
83.    Substantial shareholder to notify company of change in his interests.
84.    Person who ceases to be substantial shareholder to notify company.
85.    References to operation of section 7.
86.    Persons holding shares as trustees.
87.    Registrar may extend time for giving notice under this Division.
88.    Company to keep register of substantial shareholders.
89.    Offences against certain sections.
90.    Defence to prosecutions.
91.    Powers of Court with respect to defaulting substantial shareholders.
92.    Power of company to require disclosure of beneficial interest in its voting shares.

                                         DIVISION 5 - DEBENTURES

93.    Register of debenture holders and copies of trust deed.
94.    Specific performance of contracts.
95.    Perpetual debentures.
96.    Reissue of redeemed debentures.
97.    Qualifications of trustee for debenture holders.
98.    Retirement of trustees.
99.    Contents of trust deed.
100.   Power of Court in relation to certain irredeemable debentures.
101.   Duties of trustees.
102.   Powers of trustee to apply to Court for directions, etc.
103.   Obligations of borrowing corporation.
104.   Obligation of guarantor corporation to furnish information.
105.   Loans and deposits to be immediately repayable on certain events.
106.   Liability of trustees for debenture holders.

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        DIVISION 5A - EXEMPTIONS FROM DIVISIONS 1 AND 5 IN RELATION TO PROSPECTUS
                                     REQUIREMENTS

106A.   Interpretation.
106B.   Offer made by or to certain persons or under certain circumstances.
106C.   Offer made to certain institutions or persons.
106D.   Offer to sophisticated investors.
106E.   Circumstances in which a prospectus is not required on first sale of shares or debentures acquired pursuant
        to exemptions in section 106C or 106D.
106F.   Stock exchange offer.
106G.   Offer of international debentures.
106H.   Offer of debentures made by the Government or international financial institutions.
106I.   Reporting requirements.
106J.   Revocation of exemption.
106K.   Power to conduct investigations.
106L.   Transactions under exempted offers subject to Division II of Part XII of this Act and Part IX of Securities
        Industry Act.

                 DIVISION 6 - INTERESTS OTHER THAN SHARES, DEBENTURES, ETC.

107.    Interpretation of this Division.
108.    Approved deeds.
109.    Approval of deeds.
110.    Approval of trustees.
111.    Covenants to be included in deeds.
112.    Interests to be issued by companies only.
113.    Statement to be issued.
113A.   Restriction on issue, etc., of interest to public.
114.    No issue without approved deed.
115.    Register of interest holders.
116.    Returns, information, etc., relating to interests.
117.    Penalty for contravention of Division, etc.
118.    Winding up of schemes, etc.
119.    Power to exempt from compliance with Division and non-application of Division in certain circumstances.
120.    Liability of trustees.

                                    DIVISION 7 - TITLE AND TRANSFERS

121.    Nature of shares.
122.    Numbering of shares.
123.    Certificate to be evidence of title.
124.    Company may have duplicate common seal.
125.    Loss or destruction of certificates.
126.    Instrument of transfer.
127.    Registrations of transfer at request of transferor.
128.    Notice of refusal to register transfer.
129.    Certification of transfers.
130.    Duties or company with respect to issue of certificates.

DIVISION 7A - THE CENTRAL DEPOSITORY SYSTEM - A BOOK-ENTRY OR SCRIPLESS SYSTME FOR
                         THE TRANSFER OF LISTED SECURITIES

130A.   Interpretation.
130B.   Application.
130C.   Establishment of Central Depository System.
130D.   Depository not a member of a company and depositors deemed to be members.
130E.   Depository to certify names of depositors to company upon request.
130F.   Maintenance of accounts.

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130G.   Transfers effected by Depository under book-entry clearing system.
130H.   Depository to be discharged from liability if acting on instructions.
130I.   Confirmation of transaction.
130J.   No rectification of Depository Register.
130K.   Trustee, executor or administrator of deceased depositor named as depositor.
130L.   Non-application of certain provisions in bankruptcy and company liquidation law.
130M.   Non-application of certain provisions in sections 21, 76A and 106E.
130N.   Security interest.
130O.   Depository rules to be regarded as rules of a securities exchange that are subject to Securities Industry Act.
130P.   Regulations.

                                 DIVISION 8 - REGISTRATION OF CHARGES

131.    Registration of charges.
132.    Duty to register charges.
133.    Duty of company to register charges existing on property acquired.
134.    Register of charges to be kept by Registrar.
135.    Endorsement of certificate of registration on debentures.
136.    Entries of satisfaction and release of property from charge.
137.    Extension of time and rectification of register of charges.
138.    Company to keep copies of charging instruments and register of charges.
139.    Documents made out of Singapore.
140.    Charges, etc., created before 29th December 1967.
141.    Application of Division.

                            PART V - MANAGEMENT AND ADMINISTRATION

                                       DIVISION 1 - OFFICE AND NAME

142.    Registered office of company.
143.    Office hours.
144.    Publication of name.

                                 DIVISION 2 - DIRECTORS AND OFFICERS

145.    Directors.
146.    Restrictions on appointment or advertisement of director.
147.    Qualification of director.
148.    Restriction on undischarged bankrupt being director or manager.
149.    Disqualification of unfit directors of insolvent companies.
149A.   Disqualification of directors of companies wound up on grounds of national security or interest.
150.    Appointment of directors to be voted on individually.
151.    Validity of acts of directors and officers.
152.    Removal of directors.
153.    Age limit for directors.
154.    Disqualification to act as director on conviction for certain offences.
155.    Disqualification for persistent default in relation to delivery of documents to Registrar.
156.    Disclosure of interests in contracts, property, offices, etc.
157.    As to the duty and liability of officers.
158.
159.    Power of directors to have regard to interest of its employees, members and rulings of Securities Industry
        Council.
160.    Approval of company required for disposal by directors of company’s undertaking or property.
160A.
160B.
160C.
160D.
161.    Approval of company required for issue of shares by directors.
162.    Loans to directors.

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163.    Prohibition of loans to persons connected with directors of lending company.
164.    Register of director’s share holdings.
164A.   Power to require disclosure of directors’ emoluments.
165.    General duty to make disclosure.
166.    Duty of director to notify stock exchange of acquisition, etc., of its securities.
167.
168.    Payments to director for loss of office, etc.
169.    Provision and improvement of director’s emoluments.
170.    Provisions as to assignment of office.
171.    Secretary.
172.    Provisions indemnifying directors or officers.
173.    Register of directors, managers, secretaries and auditors.

                                DIVISION 3 - MEETINGS AND PROCEEDINGS

174.    Statutory meeting and statutory report.
175.    Annual general meeting.
176.    Convening of extraordinary general meeting on requisition.
177.    Calling of meetings.
178.    Articles as to right to demand a poll.
179.    Quorum, chairman, voting, etc., at meetings.
180.    As to member’s rights at meetings.
181.    Proxies.
182.    Power of Court to order meeting.
183.    Circulation of members’ resolutions, etc.
184.    Special resolutions.
185.    Resolution requiring special notice.
186.    Registration and copies of certain resolutions and agreements.
187.    Resolutions ad adjourned meetings.
188.    Minutes of proceedings.
189.    Inspection of minute books.

                                    DIVISION 4 - REGISTER OF MEMBERS

190.    Register and index of members.
191.    Where register to be kept.
192.    Inspection and closing of register.
193.    Consequences of default by agent.
194.    Power of Court to rectify register.
195.    Limitation of liability of trustee, etc., registered as owner of shares.
196.    Branch registers.

                                         DIVISION 5 - ANNUAL RETURN

197.    Annual return by a company having a share capital.
198.    Exemption from filing list of members with annual return for certain public companies.

                                       PART VI - ACCOUNTS AND AUDIT

                                             DIVISION 1 - ACCOUNTS

199.    Accounting records and systems of control.
200.    As to accounting periods of companies within the same group.
201.    Accounts, consolidated accounts and directors’ report.
201A.   Consolidated accounts not to be issued, etc., until receipt of accounts of subsidiaries.
201B.   Audit companies.
202.    Relief from requirements as to form and content of accounts and reports.
203.    Members of company entitled to balance-sheet, etc.
203A.   Provision of summary financial statement to shareholders.

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204.     Penalty.

                                               DIVISION 2 - AUDIT

205.     Appointment and remuneration of auditors.
206.     Auditors’ remuneration.
207.     Powers and duties of auditors as to reports on accounts.
208.     Auditors and other persons to enjoy qualified privilege in certain circumstances.
209.     Duties of auditors to trustee for debenture holders.
209A.    Interpretation.
209B.*   Application of amendments made to sections 201 to 204 and 207 and new sections 201A and 209A.

                         PART VII - ARRANGEMENTS AND RECONSTRUCTIONS

210.     Power to compromise with creditors and members.
211.     Information as to compromise with creditors and members.
212.     Provisions for facilitating reconstruction and amalgamation of companies.
213.
214.
215.     Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority.
216.     Personal remedies in cases of oppression or injustice.
216A.    Derivative or representative actions.
216B.    Evidence of shareholders’ approval not decisive - Court approval to discontinue action under section 216A.

                                  PART VIII - RECEIVERS AND MANAGERS

217.     Disqualification for appointment as receiver.
218.     Liability of receiver.
219.     Power of Court to fix remuneration of receivers or managers.
220.     Appointment of liquidator as receiver.
221.     Notification of appointment of receiver.
222.     Statement that receiver appointed.
223.     Provisions as to information where receiver or manager appointed.
224.     Special provisions as to statement submitted to receiver.
225.     Lodging of accounts of receivers and managers.
226.     Payments of certain debts out of assets subject to floating charge in priority to claims under charge.
227.     Enforcement of duty of receiver, etc., to make returns.

                                   PART VIIIA - JUDICIAL MANAGEMENT

227A. Application to Court for a company to be placed under judicial management and for appointment of a
      judicial manager 227A.
227B. Power of Court to make a judicial management order and appoint a judicial manager.
227C. Effect of application for a judicial management order.
227D. Effect of judicial management order.
227E. Notification of judicial management order.
227F. Vacancy in appointment of judicial manager.
227G. General powers and duties of judicial manager.
227H. Power to deal with charged property, etc.
227I. Agency and liability for contracts.
227J. Vacation of office and release.
227K. Information to be given by and to judicial manager.
227L. Company’s statement of affairs.
227M. Statement of proposals.
227N. Consideration of proposals by creditors’ meeting.
227O. Committee of creditors.
227P. Duty to manage company’s affairs, etc., in accordance with approved proposals.
227Q. Duty to apply for discharge of judicial management order.
227P. Protection of interests of creditors and members.

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227S.   Trade union representation on behalf of members who are creditors and employees of a company.
227T.   Undue preference in case or judicial management.
227U.   Delivery and seizure of property.
227V.   Duty to co-operate with judicial manager.
227W.   Inquiry into company’s dealings, etc.
227X.   Application of certain provisions in Parts VII and X to a company under judicial management.

                                         PART IX - INVESTIGATIONS

228.    Application of this Part.
229.    Interpretation.
230.    Power to declare company or foreign company.
231.    Appointment of inspectors for declared companies.
232.    Investigation of affairs of company by inspectors at direction of Minister.
233.    As to reports of inspectors.
234.
235.    Investigation of affairs of related corporation.
236.    Procedure and powers of inspector.
237.    As to costs of investigations.
238.    Report of inspector to be admissible in evidence.
239.    Powers of inspector in relation to a declared company.
240.    Suspension of actions and proceedings by declared company.
241.    Winding up of company.
242.    Penalties.
243.    Appointment and powers of inspectors to investigate ownership of company.
244.    Power to require information as to persons interested in shares or debentures.
245.    Power to impose restrictions on shares or debentures.
246.    Inspectors appointed in other countries.

                                            PART X - WINDING UP

                                         DIVISION 1 - PRELIMINARY

247.    Modes of winding up.
248.    Application of this Division.
249.    Government bound by certain provisions.
250.    Liability as contributories of present and past members.
251.    Natures of liability of contributory.
252.    Contributories in case of death of member.

                                   DIVISION 2 - WINDING UP BY COURTS
                                       SUBDIVISION (1) - GENERAL

253.    Application for winding up.
254.    Circumstances in which company may be wound up by Court.
255.    Commencement of winding up.
256.    Payment of preliminary costs, etc.
257.    Power of Court on hearing petition.
258.    Power to stay or restrain proceedings against company.
259.    Avoidance of dispositions of property, etc.
260.    Avoidance of certain attachments, etc.
261.    Petition to be lis pendens.
262.    Copy of order to be lodged, etc.

                                      SUBDIVISION (2) - LIQUIDATORS

263.    Appointment, style, etc., of liquidators.
264.    Provisions where person other than Official Receiver is appointed liquidator.
265.    Control of unofficial liquidators by Official Receiver.

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266.   Control of Official Receiver by Minister.
267.   Provisional liquidator.
268.   General provisions as to liquidators.
269.   Custody and vesting of company’s property.
270.   Statement of company’s affairs to be submitted to Official Receiver.
271.   Report by liquidator.
272.   Powers of liquidator.
273.   Exercise and control of liquidator’s powers.
274.   Payment by liquidator into bank.
275.   Release of liquidators and dissolution of company.
276.   As to orders for release or dissolution.

                           SUBDIVISION (3) - COMMITTEES OF INSPECTION

277.   Meetings to determine whether committee of inspection to be appointed.
278.   Constitution and proceedings of committee of inspection.

                            SUBDIVISION (4) - GENERAL POWERS OF COURT

279.   Power to stay winding up.
280.   Settlement of list of contributors and application of assets.
281.   Payment of debts due by contributory, to company, and extent to which set-off allowed.
282.   Appointment of special manager.
283.   Claims of creditors and distribution of assets.
284.   Inspection of books by creditors and contributories.
285.   Power to summon persons connected with company.
286.   Power to order public examination of promoters, directors, etc.
287.   Power to arrest absconding contributory, director or former director.
288.   Delegation to liquidator of certain powers of Court.
289.   Powers of Court cumulative.

                                   DIVISION 3 - VOLUNTARY WINDING UP

                                    SUBDIVISION (1) - INTRODUCTORY

290.   Circumstances in which company may be wound up voluntarily.
291.   Provisional liquidator.
292.   Effect of voluntary winding up.
293.   Declaration of solvency.

   SUBDIVISION (2) - PROVISIONS APPLICABLE ONLY TO MEMBERS’ VOLUNTARY WINDING UP

294.   Liquidator.
295.   Duty of liquidator to call creditors’ meeting in case of insolvency.
5      Alternative provisions as to annual meetings in case of insolvency.

  SUBDIVISION (3) - PROVISIONS APPLICABLE ONLY TO CREDITORS’ VOLUNTARY WINDING UP

296.   Meeting of creditors.
297.   Liquidators.
298.   Committee of inspection.
299.   Property and proceedings.

       SUBDIVISION (4) - PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING UP

300.   Distribution of property of company.
301.   Appointment of liquidator.
302.   Removal of liquidator.
303.   Review of liquidator’s remuneration.

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304.    Act of liquidator valid, etc.
305.    Powers and duties of liquidator.
306.    Power of liquidator to accept shares, etc., as consideration for sale of property of company.
307.    Annual meeting of members and creditors.
308.    Final meeting and dissolution.
309.    Arrangement when binding on creditors.
310.    Application to Court to have questions determined or powers exercised.
311.    Costs.
312.    Limitation on right to wind up voluntarily.

             DIVISION 4 - PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP

                                         SUBDIVISION (1) - GENERAL

313.    Books to be kept by liquidator.
314.    Powers of Official Receiver where no committee of inspection.
315.    Appeal against decision of liquidator.
316.    Notice of appointment and address of liquidator.
317.    Liquidator’s accounts.
318.    Liquidator to make good defaults.
319.    Notification that a company is in liquidation.
320.    Books of company.
321.    Investment of surplus funds on general account.
322.    Unclaimed assets to be paid to Official Receiver.
322A.   Outstanding assets of company wound up on grounds of national security or interest.
323.    Expenses of winding up where assets insufficient.
324.    Resolutions passed at adjourned meetings of creditors and contributories.
325.    Meetings to ascertain wishes of creditors or contributories.
326.    Special commission to receiving evidence.

                          SUBDIVISION (2) - PROOF AND RANKING OF CLAIMS

327.    Proof of debts.
328.    Priorities.

                          SUBDIVISION (3) - EFFECT ON OTHER TRANSACTIONS

329.    Undue preference.
330.    Effect of floating charge.
331.    Liquidator’s right to recover in respect of certain sales to or by company.
332.    Disclaimer of onerous property.
333.    Interpretation.
334.    Restriction of rights of creditor as to execution or attachment.
335.    Duties of bailiff as to goods taken in execution.

                                        SUBDIVISION (4) - OFFENCES

336.    Offences by officer of companies in liquidation.
337.    Inducement to be appointed liquidator.
338.    Penalty for falsification of books.
339.    Liability where proper accounts not kept.
340.    Responsibility for fraudulent trading.
341.    Power of Court to assess damages against delinquent officers, etc.
342.    Prosecution of delinquent officers and members of company.

                                      SUBDIVISION (5) - DISSOLUTION

343.    Power of Court to declare dissolution of company void.
344.    Power of Registrar to strike defunct company off register.

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345.   Official Receiver to act as representative of defunct company in certain events.
346.   Outstanding assets of defunct company to vest in Official Receiver.
347.   Outstanding interests in property how disposed of.
348.   Liability of Official Receiver and Government as to property vested in Official Receiver.
349.   Accounts and audit.

                     DIVISION 5 - WINDING UP OF UNREGISTERED COMPANIES

350.   Definition of unregistered company.
351.   Winding up of unregistered companies.
352.   Contributories in winding up of unregistered company.
353.   Power of Court to stay or restrain proceedings.
354.   Outstanding assets of defunct unregistered company.

                          PART XI - VARIOUS TYPES OF COMPANIES, ETC.

                                 DIVISION 1 - INVESTMENT COMPANIES

355.   Interpretation of this Division.
356.   Restriction on borrowing by investment companies.
357.   Restriction on investments of investment companies.
358.   Restriction on underwriting by investment companies.
359.   Special requirements as to articles and prospectus.
360.   Not to hold shares in other investment companies.
361.   Not to speculate in commodities.
362.   Balance-sheets and accounts.
363.   Investment fluctuation reserve.
364.   Penalties.

                                   DIVISION 2 - FOREIGN COMPANIES

365.   Foreign companies to which this Division applies.
366.   Interpretation of this Division.
367.   Power of foreign companies to hold immovable property.
368.   Documents, etc., to be lodged by foreign companies having place of business in Singapore.
369.   Power to refuse registration of a foreign company in certain circumstances.
370.   As to registered office and agents of foreign companies.
371.   Transitory provisions.
372.   Return to be filed where documents, etc., altered.
373.   Balance-sheets.
374.   As to fee payable on registration of foreign company because of establishment of a share register in
       Singapore.
375.   Obligation to state name of foreign company, whether limited, and country where incorporated.
376.   Service of notice.
377.   Cesser of business in Singapore.
378.   Restriction on use of certain names.
379.   Branch register.
380.   Registration of shares in branch register.
381.   Removal of shares from branch register
382.   Index of members, inspection and closing of branch registers.
383.   Application of provisions of this Act relating to transfer.
384.   Branch register to be prima facie evidence.
385.   Certificate as to shareholding.
386.   Penalties.

                                           PART XII - GENERAL

                               DIVISION 1 - ENFORCEMENT OF THIS ACT


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387.    Service of documents on company.
388.    Security for costs.
389.    As to rights of witnesses to legal representation.
390.    Disposal of shares of shareholder whose whereabouts unknown.
391.    Power to grant relief.
392.    Irregularities.
393.    Privileged communications.
394.    Production and inspection of books where offence suspected.
395.    Form of registers, etc.
396.    Inspection of registers.
397.    Translations of instruments.
398.    Certificate of incorporation conclusive evidence.
399.    Court may compel compliance.

                                         DIVISION 2 - OFFENCES

400.    Restriction on offering shares, debentures, etc., for subscription or purchase.
401.    False and misleading statement.
402.    False reports.
403.    Dividends payable from profits only.
404.    Fraudulently inducing persons to invest money.
405.    Penalty for carrying on business without registering a corporation and for improper use of words Limited
        and Berhad.
406.    Frauds by officers.
407.    General penalty provisions.
408.    Default penalties.
409.    Proceedings how and when taken.
409A.   Injunctions.
409B.

                                      DIVISION 3 - MISCELLANEOUS

410.    Rules.
411.    Regulations.

FIRST SCHEDULE - REPEALED WRITTEN LAWS
SECOND SCHEDULE - FEES TO BE PAID TO THE REGISTRAR
THIRD SCHEDULE
FOURTH SCHEDULE - TABLE A
FIFTH SCHEDULE - PROSPECTUS
SIXTH SCHEDULE - STATEMENT IN LIEU OF PROSPECTUS
SEVENTH SCHEDULE - STATEMENT REQUIRED PURSUANT TO DIVISION 6 OF PART IV
EIGHTH SCHEDULE - ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL
NINTH SCHEDULE - ACCOUNTS AND CONSOLIDATED ACCOUNTS
TENTH SCHEDULE
ELEVENTH SCHEDULE - POWERS OF JUDICIAL MANAGER




                                                      12
                                             PART I - PRELIMINARY



                                                      Short title.

1.        This Act may be cited as the Companies Act.*



                                                 Division into Parts.

2.        This Act is divided into Parts, Divisions and Subdivisions as follows:

Part I                            ...                 Preliminary sections 1-7.



Part II                           ...                 Administration of this Act sections 8-16.



Part III                          ...                 Division 1 — Incorporation sections 17-22.
Constitution of Companies
sections 17-42A

                                  ...                 Division 2 — Powers sections 23-42A.



Part IV                           ...                 Division 1 —Prospectuses sections 43-56.
Shares, Debentures and
Charges
sections 43-141

                                                      Division 2 — Restrictions on allotment and commencement of
                                                      business sections 57-62.

                                                      Division 3 — Shares sections 63-78.

                                                      Division 4 — Substantial shareholdings sections 79-92.

                                                      Division 5 — Debentures sections 93-106.

                                                      Division 6 — Interests other than shares, debentures, etc.,
                                                      sections 107-120.

                                                      Division 7 — Title and transfers sections 121-130.

                                                      Division 7A — Central Depository System — a book entry or
                                                      scripless system for the transfer of listed securities sections
                                                      130A-130P.

                                                      Division 8 — Registration of charges sections 131-141.




                                                          13
Part V               ...   Division 1 — Office and name sections 142-144.
Management and
Administration
sections 142-198

                           Division 2 — Directors and Officers sections 145-173.

                           Division 3 —Meetings and proceedings sections 174-189.

                           Division 4 —Register of members sections 190-196.

                           Division 5 — Annual return sections 197-198.



Part VI              ...   Division 1 — Accounts sections 199-204.
Accounts and Audit
sections 199-209B

                           Division 2 — Audit sections 205-209B.



Part VII             ...   Arrangements, Reconstructions and Take-overs sections 210-
                           216.



Part VIII            ...   Receivers and Managers sections 217-227.



Part VIIIA           ...   Judicial Management sections 227A-227X.



Part IX              ...   Investigations sections 228-246.



Part X               ...   Division 1 — Preliminary sections 247-252.
Winding Up
sections 247-354

                           Division 2 — Winding up by Court sections 253-289.



                           Subdivision (1) General sections 253-262.

                           Subdivision (2) Liquidators sections 263-276.

                           Subdivision (3) Committees of inspection sections 277-278.

                           Subdivision (4) General powers of Court sections 279-289.




                               14
                                    Division 3—Voluntary winding up sections 290-312.



                                    Subdivision (1) Introductory sections 290-293.

                                    Subdivision (2) Provisions applicable only to members’
                                    voluntary winding up sections 294-295.

                                    Subdivision (3) Provisions applicable only to creditors’
                                    voluntary winding up sections 296-299.

                                    Subdivision (4) Provisions applicable to every voluntary
                                    winding up sections 300-312.



                                    Division 4 — Provisions applicable to every mode of winding
                                    up sections 313-349.



                                    Subdivision (1) General sections 313-326.

                                    Subdivision (2) Proof and ranking of claims sections 327-328.

                                    Subdivision (3) Effect on other transactions sections 329-335.

                                    Subdivision (4) Offences sections 336-342.

                                    Subdivision (5) Dissolution sections 343-349.



                                    Division 5—Winding up of unregistered companies sections
                                    350-354.



Part XI                       ...   Division 1 — Investment companies sections 355-364.
Various Types of Companies,
etc.,
sections 355-386

                                    Division 2 — Foreign companies sections 365-386.



Part XII                      ...   Division 1 — Enforcement of this Act sections 387-399.
General
sections 387-411

                                    Division 2 — Offences sections 400-409A.

                                    Division 3 — Miscellaneous sections 410-411.




                                        15
                                                       Repeals.

3.(1)    The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be
repealed or amended are hereby repealed or amended accordingly.

Transitory provisions.

(2)      Unless the contrary intention appears in this Act —

                  (a)      all persons, things and circumstances appointed or created under any of the repealed or
                           amended written laws or existing or continuing under any of such written laws
                           immediately before 29th December 1967 shall under and subject to this Act continue to
                           have the same status operation and effect as they respectively would have had if such
                           written laws had not been so repealed or amended; and

                  (b)      in particular and without affecting the generality of paragraph (a), such repeal shall not
                           disturb the continuity of status, operation or effect of any Order in Council, order, rule,
                           regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement,
                           resolution, direction, instrument, document, memorandum, articles, incorporation,
                           nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer,
                           list, licence, certificate, security, notice, compromise, arrangement, right, priority,
                           liability, duty, obligation, proceeding, matter or thing made, done, effected, given, issued,
                           passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing,
                           pending or acquired under any of such written laws before that date.

(3)       Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A in the
Fourth Schedule or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or
the corresponding Table in any former written law relating to companies (either as originally enacted or as so
altered) so far as the same applies to any company existing on 29th December 1967.

(4)      The provisions of this Act with respect to winding up other than the provisions of Subdivision (5) of
Division 4 of Part X shall not apply to any company or society of which the winding up has commenced before 29th
December 1967, but every such company or society shall be wound up in the same manner and with the same
incidents as if this Act had not been passed and for the purposes of the winding up the written laws under which the
winding up commenced shall be deemed to remain in full force.



                                                   Interpretation.

4.(1)    In this Act, unless the contrary intention appears —

         “accounting records” , in relation to a corporation, includes such working papers and other documents as
         are necessary to explain the methods and calculations by which accounts of the corporation are made up;

         “accounts” means profit and loss accounts and balance-sheets and includes notes (other than auditors’
         reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or
         balance-sheets;

         “Act” includes any regulations;

         “annual general meeting” , in relation to a company, means a meeting of the company required to be held
         by section 175;

         “annual return” means —
                                                          16
         (a)      in relation to a company having a share capital, the return required to be made by section
                  197 (1); and

         (b)      in relation to a company not having a share capital, the return required to be made by
                  section 197 (5),

and includes any document accompanying the return;

“approved company auditor” means a person approved as such by the Minister under section 9 whose
approval has not been revoked and in relation to a corporation, not being a company, includes a person
qualified to act as auditor of the corporation under the law of the place in which the corporation is
incorporated;

“approved liquidator” means an approved company auditor who has been approved by the Minister under
section 9 as a liquidator and whose approval has not been revoked;

“articles” means articles of association;

“banking corporation” means a licensed bank under any written law relating to banking;

“books” includes any account, deed, writing or document and any other record of information however
compiled, recorded or stored whether in written or printed form or microfilm by electronic process or
otherwise;

“borrowing corporation” means a corporation that is or will be under a liability (whether or not such
liability is present or future) to repay any money received or to be received by it in response to an invitation
to the public to subscribe for or purchase debentures of the corporation;

“branch register” means —

         (a)      in relation to a company —

                  (i)       a branch register of members of the company kept in pursuance of section 196;
                            or

                  (ii)      a branch register of holders of debentures kept in pursuance of section 93,

                  as the case may require; and

         (b)      in relation to a foreign company, a branch register of members of the company kept in
                  pursuance of section 379;

“certified” , in relation to a copy of a document, means certified in the prescribed manner to be a true copy
of the document and, in relation to a translation of a document, means certified in the prescribed manner to
be a correct translation of the document into the English language;

“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon
demand or otherwise;

“company” means a company incorporated pursuant to this Act or pursuant to any corresponding previous
written law;

“company having a share capital” includes an unlimited company with a share capital;

“company limited by guarantee” means a company formed on the principle of having the liability of its
members limited by the memorandum to such amount as the members may respectively undertake to
contribute to the assets of the company in the event of its being wound up;


                                                  17
“company limited by shares” means a company formed on the principle of having the liability of its
members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by
them;

“contributory” , in relation to a company, means a person liable to contribute to the assets of the company
in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to
the final determination of the persons who are contributories, includes any person alleged to be a
contributory;

“corporation” means any body corporate formed or incorporated or existing in Singapore or outside
Singapore and includes any foreign company but does not include —

         (a)      any body corporate that is incorporated in Singapore and is by notification of the Minister
                  in the Gazette declared to be a public authority or an instrumentality or agency of the
                  Government or to be a body corporate which is not incorporated for commercial
                  purposes;

         (b)      any corporation sole;

         (c)      any co-operative society; or

         (d)      any registered trade union;

“Court” means the High Court or a judge thereof;

“corresponding previous written law” means any written law relating to companies which has been at any
time in force in Singapore and which corresponds with any provision in this Act;

“creditors’ voluntary winding up” means a winding up under Division 3 of Part X, other than a members’
voluntary winding up;

“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether
constituting a charge on the assets of the corporation or not but does not include —

         (a)      a cheque, letter of credit, order for the payment of money or bill of exchange;

         (b)      subject to the regulations, a promissory note having a face value of not less than
                  $100,000 and having a maturity period of not more than 12 months;

         (c)      for the purposes of the application of this definition to a provision of this Act in respect
                  of which any regulations made thereunder provide that the word “debenture” does not
                  include a prescribed document or a document included in a prescribed class of
                  documents, that document or a document included in that class of documents, as the case
                  may be;

“default penalty” means a default penalty within the meaning of section 408;

“director” includes any person occupying the position of director of a corporation by whatever name called
and includes a person in accordance with whose directions or instructions the directors of a corporation are
accustomed to act and an alternate or substitute director;

“document” includes summons, order and other legal process, and notice and register;

“emolument” , in relation to a director or auditor of a company, includes any fees, percentages and other
payments made (including the money value of any allowances or perquisites) or consideration given,
directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of
that company, whether made or given to him in his capacity as a director or auditor or otherwise in
connection with the affairs of that company or of the holding company or the subsidiary;

                                                 18
“equity share” means any share which is not a preference share;

“exempt private company” means —

         (a)      a private company in the shares of which no beneficial interest is held directly or
                  indirectly by any corporation and which has not more than 20 members; or

         (b)      any private company, being a private company that is wholly owned by the Government,
                  which the Minister, in the national interest, declares by notification in the Gazette to be
                  an exempt private company;

“expert” includes engineer, valuer, accountant and any other person whose profession or reputation gives
authority to a statement made by him;

“filed” means filed under this Act or any corresponding previous written law;

“financial year” , in relation to any corporation, means the period in respect of which any profit and loss
account of the corporation laid before it in general meeting is made up, whether that period is a year or not;

“foreign company” means —

         (a)      a company, corporation, society, association or other body incorporated outside
                  Singapore; or

         (b)      an unincorporated society, association or other body which under the law of its place of
                  origin may sue or be sued, or hold property in the name of the secretary or other officer
                  of the body or association duly appointed for that purpose and which does not have its
                  head office or principal place of business in Singapore;

“guarantor corporation” , in relation to a borrowing corporation, means a corporation that has guaranteed or
has agreed to guarantee the repayment of any money received or to be received by the borrowing
corporation in response to an invitation to the public to subscribe for or purchase debentures of the
borrowing corporation;

“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;

“limited company” means a company limited by shares or by guarantee or, prior to the expiry of the period
of two years as specified in section 17 (6), a company limited both by shares and guarantee;

“listed corporation” means a corporation that has been admitted to the official list of a stock exchange in
Singapore and has not been removed from that official list;

“lodged” means lodged under this Act or any corresponding previous written law;

“manager” , in relation to a company, means the principal executive officer of the company for the time
being by whatever name called and whether or not he is a director;

“marketable securities” means debentures, funds, stocks, shares or bonds of any government or of any local
authority or of any corporation or society and includes any right or option in respect of shares in any
corporation and any interest as defined in section 107;

“members’ voluntary winding up” means a winding up under Division 3 of Part X, where a declaration has
been made and lodged in pursuance of section 293;

“memorandum” means memorandum of association;




                                                 19
“minimum subscription” , in relation to any shares offered to the public for subscription, means the amount
stated in the prospectus relating to the offer in pursuance of paragraph 4 (a) of the Fifth Schedule as the
minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered;

“office copy” , in relation to any Court order or other Court document, means a copy authenticated under
the hand or seal of the Registrar or other proper officer of the Court;

“officer” , in relation to a corporation, includes —

         (a)      any director or secretary of the corporation or a person employed in an executive capacity
                  by the corporation;

         (b)      a receiver and manager of any part of the undertaking of the corporation appointed under
                  a power contained in any instrument; and

         (c)      any liquidator of a company appointed in a voluntary winding up,

but does not include —

         (d)      any receiver who is not also a manager;

         (e)      any receiver and manager appointed by the Court;

         (f)      any liquidator appointed by the Court or by the creditors; or

         (g)      a judicial manager appointed by the Court under Part VIIIA;

“Official Receiver” means the Official Assignee appointed under the Bankruptcy Act and includes the
deputy of any such Official Assignee and any person appointed as Assistant Official Assignee;

“preference share” , in relation to sections 5, 64 and 180, means a share, by whatever name called, which
does not entitle the holder thereof to the right to vote at a general meeting (except in the circumstances
specified in section 180 (2) (a), (b) and (c)) or to any right to participate beyond a specified amount in any
distribution whether by way of dividend, or on redemption, in a winding up, or otherwise;

“prescribed” means prescribed under this Act or by the rules;

“principal register” , in relation to a company, means the register of members of the company kept in
pursuance of section 190;

“printed” includes typewritten or lithographed or reproduced by any mechanical means;

“private company” means —

         (a)      any company which immediately prior to 29th December 1967 was a private company
                  under the provisions of the repealed written laws;

         (b)      any company incorporated as a private company by virtue of section 18; or

         (c)      any company converted into a private company pursuant to section 31 (1),

being a company which has not ceased to be a private company under section 31 or 32;

“profile statement” means a profile statement referred to in section 45A;

“profit and loss account” includes income and expenditure account, revenue account or any other account
showing the results of the business of a corporation for a period;


                                                  20
“promoter” , in relation to a prospectus issued by or in connection with a corporation, means a promoter of
the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof, but
does not include any person by reason only of his acting in a professional capacity;

“prospectus” means any prospectus (including an abridged prospectus registered pursuant to section 47),
notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for
or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units
of shares in or units of debentures of a corporation or proposed corporation;

“public company” means a company other than a private company;

“registered” means registered under this Act or any corresponding previous enactment;

“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or
Assistant Registrar of Companies;

“regulations” means regulations made under this Act;

“related corporation” , in relation to a corporation, means a corporation that is deemed to be related to the
first-mentioned corporation by virtue of section 6;

“repealed written laws” means the written laws repealed by this Act;

“replacement document” means a replacement prospectus or a replacement profile statement referred to in
section 50A (1), as the case may be;

“resolution for voluntary winding up” means the resolution referred to in section 290;

“Rules” means Rules of Court;

“share” means share in the share capital of a corporation and includes stock except where a distinction
between stock and shares is expressed or implied;

“solicitor” means an advocate and solicitor of the Supreme Court;

“statutory meeting” means the meeting referred to in section 174;

“statutory report” means the report referred to in section 174;

“supplementary document” means a supplementary prospectus or a supplementary profile statement
referred to in section 50A (1), as the case may be;

“Table A” means Table A in the Fourth Schedule;

“trustee corporation” means —

         (a)      a company registered as a trust company under the Trust Companies Act; or

         (b)      a corporation, other than a trust company referred to in paragraph (a), that is a public
                  company under this Act or under the laws of any other country which has been declared
                  by the Minister to be a trustee corporation for the purposes of this Act;

“unit” , in relation to a share, debenture or other interest, means any right or interest, whether legal or
equitable, in the share, debenture or other interest, by whatever name called and includes any option to
acquire any such right or interest in the share, debenture or other interest;

“unlimited company” means a company formed on the principle of having no limit placed on the liability of
its members;

                                                 21
         “voting share” , in relation to a body corporate, means an issued share in the body corporate, not being —

                  (a)       a share to which, in no circumstances, is there attached a right to vote; or

                  (b)       a share to which there is attached a right to vote only in one or more of the following
                            circumstances:

                            (i)      during a period in which a dividend (or part of a dividend) in respect of the share
                                     is in arrear;

                            (ii)     upon a proposal to reduce the share capital of the body corporate;

                            (iii)    upon a proposal that affects rights attached to the share;

                            (iv)     upon a proposal to wind up the body corporate;

                            (v)      upon a proposal for the disposal of the whole of the property, business and
                                     undertakings of the body corporate;

                            (vi)     during the winding up of the body corporate.

Directors.

(2)       For the purposes of this Act, a person shall not be regarded as a person in accordance with whose directions
or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given
by him in a professional capacity.

When statement untrue.

(3)     For the purposes of this Act, a statement included in a prospectus or statement in lieu of prospectus shall be
deemed to be untrue if it is misleading in the form and context in which it is included.

When statement included in prospectus.

(4)     For the purposes of this Act, a statement shall be deemed to be included in a prospectus or statement in lieu
of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference
incorporated therein or issued therewith.

Invitation to lend money deemed invitation to purchase debentures.

(5)       For the purposes of this Act, any invitation to the public to deposit money with or to lend money to a
corporation shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation and any
document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or
constituting an acknowledgment of the indebtedness of the corporation in respect of any money that is or may be
deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture, but an
invitation to the public by a prescribed corporation as defined in section 44 (7) shall be deemed not to be an
invitation to the public to subscribe for or purchase debentures of the corporation or an offer to the public of
debentures of the corporation for subscription or purchase for the purposes of the provisions in Division 5 of Part IV
which are related to offers of debentures to the public.

As to what constitutes an offer to the public.

(6)      Any reference in this Act to offering shares or debentures, or units of shares or debentures, to the public or
to issuing an invitation to the public in respect of shares or debentures, or units of shares or debentures, shall, unless
the contrary intention appears, include a reference to offering shares or debentures, or units of shares or debentures,
to any section of the public or to issuing an invitation to any section of the public, as the case may be, whether
selected as clients of the person making the offer or issuing the invitation or in any other manner, but does not
include the following:

                                                           22
                  (a)      an offer or invitation to enter into an underwriting agreement, whether or not relating to
                           shares or debentures, or units of shares or debentures, that have been previously issued;

                  (b)      an offer or invitation made to existing members or debenture holders of a corporation
                           which —

                           (i)       relates to shares in or debentures of that corporation, or to units of such shares or
                                     debentures; and

                           (ii)      is not an offer or invitation to which section 47 applies; and

                  (c)      an offer made to existing members of a company under section 306 which relates to
                           shares, or units of shares, in the company.

(7)      Unless the contrary intention appears any reference in this Act to a person being or becoming bankrupt or
to a person assigning his estate for the benefit of his creditors or making an arrangement with his creditors under any
written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act,
matter or thing under or in relation to the law of bankruptcy shall be construed as including a reference to a person
being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person
being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing (as the
case requires) under any written law relating to bankruptcy or insolvency.

As to what constitutes affairs of a corporation.

(8)      A reference in section 8A, 8C, 8D, 216, Part IX, section 254 (1) (f), 286, 287 or 402 to the affairs of a
corporation shall, unless the contrary intention appears, be construed as including a reference to —

                  (a)      the promotion, formation, membership, control, business, trading, transactions and
                           dealings (whether alone or jointly with another person or other persons and including
                           transactions and dealings as agent, bailee or trustee), property (whether held alone or
                           jointly with another person or other persons and including property held as agent, bailee
                           or trustee), liabilities (including liabilities owed jointly with another person or other
                           persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and
                           expenditure of the corporation;

                  (b)      in the case of a corporation (not being a trustee corporation) that is a trustee (but without
                           limiting the generality of paragraph (a), matters concerned with the ascertainment of the
                           identity of the persons who are beneficiaries under the trust, their rights under the trust
                           and any payments that they have received, or are entitled to receive, under the terms of
                           the trust);

                  (c)      the internal management and proceeding of the corporation;

                  (d)      any act or thing done (including any contract made and any transaction entered into) by
                           or on behalf of the corporation, or to or in relation to the corporation or its business or
                           property, at a time when —

                           (i)       a receiver, or a receiver and manager, is in possession of, or has control over,
                                     property of the corporation;

                           (ii)      the corporation is under judicial management;

                           (iii)     a compromise or arrangement made between the corporation and another person
                                     or other persons is being administered; or

                           (iv)      the corporation is being wound up,

                           and, without limiting the generality of the foregoing, any conduct of such a receiver or
                           such a receiver and manager, or such a judicial manager, of any person administering
                                                        23
                           such a compromise or arrangement or of any liquidator or provisional liquidator of the
                           corporation;

                  (e)      the ownership of shares in, debentures of, and interests issued by, the corporation;

                  (f)      the power of persons to exercise, or to control the exercise of, the rights to vote attached
                           to shares in the corporation or to dispose of, or to exercise control over the disposal of,
                           such shares;

                  (g)      matters concerned with the ascertainment of the persons who are or have been financially
                           interested in the success or failure, or apparent success or failure, of the corporation or
                           are or have been able to control or materially to influence the policy of the corporation;

                  (h)      the circumstances under which a person acquired or disposed of, or became entitled to
                           acquire or dispose of, shares in, debentures of, or interests issued by, the corporation;

                  (i)      where the corporation has issued interests, any matters concerning the financial or
                           business undertaking, scheme, common enterprise or investment contract to which the
                           interests relate; and

                  (j)      matters relating to or arising out of the audit of, or working papers or reports of an auditor
                           concerning, any matters referred to in any of the preceding paragraphs.

(9)       For the purposes of this Act wherever a reference to the affairs of a company or a foreign company appears
it shall be construed as including a reference to the affairs of a corporation as defined in subsection (8).



                                   Definition of subsidiary and holding company.

5.(1)    For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of
another corporation, if —

                  (a)      that other corporation —

                           (i)       controls the composition of the board of directors of the first-mentioned
                                     corporation;

                           (ii)      controls more than half of the voting power of the first-mentioned corporation;
                                     or

                           (iii)     holds more than half of the issued share capital of the first-mentioned
                                     corporation (excluding any part thereof which consists of preference shares); or

                  (b)      the first-mentioned corporation is a subsidiary of any corporation which is that other
                           corporation’s subsidiary.

(2)      For the purposes of subsection (1), the composition of a corporation’s board of directors shall be deemed to
be controlled by another corporation if that other corporation by the exercise of some power exercisable by it
without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and
for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment
if —

                  (a)      a person cannot be appointed as a director without the exercise in his favour by that other
                           corporation of such a power; or

                  (b)      a person’s appointment as a director follows necessarily from his being a director or other
                           officer of that other corporation.

                                                          24
(3)     In determining whether one corporation is a subsidiary of another corporation —

                 (a)      any shares held or power exercisable by that other corporation in a fiduciary capacity
                          shall be treated as not held or exercisable by it;

                 (b)      subject to paragraphs (c) and (d), any shares held or power exercisable —

                          (i)      by any person as a nominee for that other corporation (except where that other
                                   corporation is concerned only in a fiduciary capacity); or

                          (ii)     by, or by a nominee for, a subsidiary of that other corporation, not being a
                                   subsidiary which is concerned only in a fiduciary capacity,

                          shall be treated as held or exercisable by that other corporation;

                 (c)      any shares held or power exercisable by any person by virtue of the provisions of any
                          debentures of the first-mentioned corporation or of a trust deed for securing any issue of
                          such debentures shall be disregarded; and

                 (d)      any shares held or power exercisable by, or by a nominee for, that other corporation or its
                          subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated
                          as not held or exercisable by that other corporation if the ordinary business of that other
                          corporation or its subsidiary, as the case may be, includes the lending of money and the
                          shares are held or power is exercisable as aforesaid by way of security only for the
                          purposes of a transaction entered into in the ordinary course of that business.

(4)      A reference in this Act to the holding company of a company or other corporation shall be read as a
reference to a corporation of which that last-mentioned company or corporation is a subsidiary.

(5)    For the purposes of this Act, the depository, as defined in section 130A, shall not be regarded as a holding
company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.



                                    Definition of ultimate holding company.

5A.     For the purposes of this Act, a corporation is the ultimate holding company of another corporation if —

                 (a)      the other corporation is a subsidiary of the first-mentioned corporation; and

                 (b)      the first-mentioned corporation is not itself a subsidiary of any corporation.



                                     Definition of wholly owned subsidiary.

5B.    For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if none of
the members of the first-mentioned corporation is a person other than —

                 (a)      that other corporation;

                 (b)      a nominee of that other corporation;

                 (c)      a subsidiary of that other corporation being a subsidiary none of the members of which is
                          a person other than that other corporation or a nominee of that other corporation; or

                 (d)      a nominee of such subsidiary.


                                                          25
                               When corporations deemed to be related to each other.

6.       Where a corporation —

                   (a)       is the holding company of another corporation;

                   (b)       is a subsidiary of another corporation; or

                   (c)       is a subsidiary of the holding company of another corporation,

that first-mentioned corporation and that other corporation shall for the purposes of this Act be deemed to be related
to each other.



                                                    Interests in shares.

7.(1)    The following subsections have effect for the purposes of Division 4 of Part IV and sections 163, 164 and
165.

(2)      Where the property subject to a trust consists of or includes shares and a person knows or has reasonable
grounds for believing that he has an interest under the trust and the property subject to the trust consists of or
includes those shares, he shall be deemed to have an interest in those shares.

(3)      Where a right (being a right or an interest described in the definition of “interest” in section 107) —

                   (a)       was issued or offered to the public for subscription or purchase, or where the public was
                             invited to subscribe for or purchase such a right, and the right was so subscribed for or
                             purchased; or

                   (b)       was issued for the purpose of an offer to the public by and is held by the management
                             company within the meaning of that section,

that right does not constitute an interest in a share.

(4)   Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share
and —

                   (a)       the body corporate is, or its directors are, accustomed or under an obligation whether
                             formal or informal to act in accordance with the directions, instructions or wishes of a
                             person; or

                   (b)       a person has a controlling interest in the body corporate,

that person shall be deemed to have an interest in that share.

(4A)     Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to
have, an interest in a share and —

                   (a)       a person is;

                   (b)       the associates of a person are; or

                   (c)       a person and his associates are,



                                                            26
entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the body
corporate, that person shall be deemed to have an interest in that share.

(5)      For the purposes of subsection (4A), a person is an associate of another person if the first-mentioned person
is —

                  (a)      a corporation that, by virtue of section 6, is deemed to be related to that other person;

                  (b)      a person in accordance with whose directions, instructions or wishes that other person is
                           accustomed or is under an obligation whether formal or informal to act in relation to the
                           share referred to in subsection (4);

                  (c)      a person who is accustomed or is under an obligation whether formal or informal to act in
                           accordance with the directions, instructions or wishes of that other person in relation to
                           that share;

                  (d)      a body corporate that is, or the directors of which are, accustomed or under an obligation
                           whether formal or informal to act in accordance with the directions, instructions or
                           wishes of that other person in relation to that share; or

                  (e)      a body corporate in accordance with the directions, instructions or wishes of which, or of
                           the directors of which, that other person is under an obligation whether formal or
                           informal to act in relation to that share.

(6)      Where a person —

                  (a)      has entered into a contract to purchase a share;

                  (b)      has a right, otherwise than by reason of having an interest under a trust, to have a share
                           transferred to himself or to his order, whether the right is exercisable presently or in the
                           future and whether on the fulfilment of a condition or not;

                  (c)      has the right to acquire a share, or an interest in a share, under an option, whether the
                           right is exercisable presently or in the future and whether on the fulfilment of a condition
                           or not; or

                  (d)      is entitled (otherwise than by reason of his having been appointed a proxy or
                           representative to vote at a meeting of members of a corporation or of a class of its
                           members) to exercise or control the exercise of a right attached to a share, not being a
                           share of which he is the registered holder,

that person shall be deemed to have an interest in that share.

(7)      A person shall not be deemed not to have an interest in a share by reason only that he has the interest in the
share jointly with another person.

(8)     It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest
cannot be related to a particular share.

(9)      There shall be disregarded —

                  (a)      an interest in a share if the interest is that of a person who holds the share as bare trustee;

                  (b)      an interest in a share of a person whose ordinary business includes the lending of money
                           if he holds the interest only by way of security for the purposes of a transaction entered
                           into in the ordinary course of business in connection with the lending of money;

                  (c)      an interest of a person in a share, being an interest held by him by reason of his holding a
                           prescribed office;
                                                           27
                  (ca)      an interest of a company in its own shares being purchased or otherwise acquired in
                            accordance with sections 76B to 76G; and

                  (d)       a prescribed interest in a share, being an interest of such person, or of the persons
                            included in such class of persons, as is prescribed.

(10)     An interest in a share shall not be disregarded by reason only of —

                  (a)       its remoteness;

                  (b)       the manner in which it arose; or

                  (c)       the fact that the exercise of a right conferred by the interest is, or is capable of being
                            made, subject to restraint or restriction.



                                  PART II - ADMINISTRATION OF THIS ACT



                                               Registrar of Companies, etc.

8.(1)    The Minister may appoint a Registrar of Companies and such Deputy Registrars, Assistant Registrars, or
such other officers and employees as he thinks necessary for the proper administration of this Act and may remove
any persons so appointed.

(2)      Subject to the general direction and control of the Registrar and to such restrictions and limitations as may
be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be
done or signed by any such Deputy or Assistant Registrar and shall be as valid and effectual as if done or signed by
the Registrar.

(3)       No person dealing with any Deputy or Assistant Registrar shall be concerned to see or inquire whether any
restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far
as it affects any such person shall be as valid and effectual as if done or omitted by the Registrar.

Certain signatures to be judicially noticed.

(4)      All courts, judges and persons acting judicially shall take judicial notice of the seal and signature of the
Registrar and of any Deputy or Assistant Registrar.

Fees.

(5)      There shall be paid to the Registrar —

                  (a)       the fees specified in the Second Schedule; and

                  (b)       such other fees as are prescribed.

(6)     The Minister may by notification in the Gazette add to, vary or amend the fees specified in the Second
Schedule.

(7)      The Minister may by notification in the Gazette add to, vary or amend the Eighth Schedule in relation to
the contents and form of the annual return of a company having a share capital.



                                         Inspection of books of corporation.

                                                           28
8A.(1) Where the Minister is satisfied that there is good reason for so doing, he may at any time —

                  (a)      give directions to a corporation requiring that corporation at such place and time as may
                           be specified in the directions to produce such books relating to the affairs of a corporation
                           as may be so specified; or

                  (b)      authorise any person (referred to in this section and sections 8B and 8C as an authorised
                           person), on producing (if required to do so) evidence of his authority to require that
                           corporation to produce to him any books relating to the affairs of a corporation which the
                           authorised person may specify.

(2)      Where by virtue of subsection (1) the Minister or an authorised person has power to require the production
of any books from a corporation relating to the affairs of a corporation the Minister or that authorised person shall
have the like power to require production of those books from any person who appears to the Minister or authorised
person to be in possession of them; but where any such person claims a lien on any books produced by him, the
production shall be without prejudice to the lien.

(3)       Any power conferred by this section to require a corporation or other person to produce books relating to
the affairs of a corporation shall include power —

                  (a)      if the books are produced —

                           (i)        to make copies of, or take extracts from, them; and

                           (ii)       to require that person who is a present or past officer of, or is or was at any time
                                      employed by the corporation to provide an explanation of any of them;

                  (b)      if the books are not produced, to require the person required to produced them to state to
                           the best of his knowledge and belief, where they are.

(4)     A statement made by a person in compliance with a requirement imposed by this section may be used in
evidence against him.

(5)      A power conferred by this section to make a requirement of a person extends if the person is a body
corporate, including a body corporate that is in the course of being wound up, or was a body corporate, being a body
corporate that has been dissolved, to making that requirement of any person who is or has been an officer of the
body corporate.

(6)      If a requirement to produce books relating to the affairs of a corporation or provide an explanation or make
a statement which is imposed by virtue of this section is not complied with, the corporation or other person on whom
the requirement was imposed shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$2,000 or to imprisonment for a term not exceeding 6 months or to both.

(7)      Where a person is charged with an offence under subsection (6) in respect of a requirement to produce any
books relating to the affairs of a corporation it shall be a defence to prove that they were not in his possession or
under his control or that it was not reasonably practicable for him to comply with the requirement.

(8)       A person, who in purported compliance with a requirement imposed by the section to provide an
explanation or statement which he knows to be false or misleading in a material particular or recklessly provides or
makes an explanation or statement which is false or misleading in a material particular, shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2
years or to both.



                                  Power of Magistrate to issue warrant to seize books.

8B.(1) If a Magistrate is satisfied, on information on oath or affirmation laid by an authorised person, that there are
reasonable grounds for suspecting that there are on any premises any books of which production has been required
                                                         29
by virtue of section 8A and which have not been produced in compliance with that requirement, the Magistrate may
issue a warrant authorising any police officer, together with any other persons named in the warrant, to enter the
premises specified in the information (using such force as is reasonably necessary for the purpose) and to search the
premises and take possession of any books appearing to be such books or papers as are referred to in this subsection,
or to take, in relation to any books so appearing, any other steps which may appear necessary for preserving them
and preventing interference with them and to deliver any books, possession of which is so taken, to an authorised
person.

(2)      Every warrant issued under this section shall continue in force until the end of the period of one month after
the date on which it was issued.

(3)      Where under this section a person takes possession of, or secures against interference, any books, and a
person has a lien on the books, the taking of possession of the books or the securing of the books against
interference does not prejudice the lien.

(4)      Where, under this section, a person takes possession of, or secures against interference, any books, that
person or any authorised person to whose possession the books were delivered —

                  (a)      may make copies of, or take extracts from, the books;

                  (b)      may require any person who was party to the compilation of the books to make a
                           statement providing any explanation that that person is able to provide as to any matter
                           relating to the compilation of the books or as to any matter to which the books relate;

                  (c)      may retain possession of the books for such period as is necessary to enable the books to
                           be inspected, and copies of, or extracts from, the books to be made or taken, by or on
                           behalf of the Minister; and

                  (d)      during that period shall permit a person who would be entitled to inspect any one or more
                           of those books if they were not in the possession of the first-mentioned person to inspect
                           at all reasonable times such of those books as that person would be so entitled to inspect.

(5)      A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued
under this section, or who obstructs the exercise of a right so conferred to take possession of any books, shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term
not exceeding 6 months or to both.

(6)     The powers conferred by this section are in addition to, and not in derogation of, any other power conferred
by law.



                           Copies of or extracts from books to be admitted in evidence.

8C.(1) Subject to this section, in any legal proceedings, whether proceedings under this Act or otherwise, a copy
of or extract from a book relating to the affairs of a corporation is admissible in evidence as if it were the original
book or the relevant part of the original book.

(2)      A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that
the copy or extract is a true copy of the book or of the relevant part of the book.

(3)      For the purposes of subsection (2), evidence that a copy of or extract from a book is a true copy of the book
or of a part of the book may be given by a person who has compared the copy or extract with the book or the
relevant part of the book and may be given either orally or by an affidavit sworn, or by a declaration made, before a
person authorised to take affidavits or statutory declarations.



                              Destruction, mutilation, etc., of company documents.
                                                        30
8D.(1) An officer of a corporation to which section 8A (1) applies, who destroys, mutilates or falsifies, or is privy
to the destruction, mutilation or falsification of a document affecting or relating to the property or affairs of the
corporation, or makes or is privy to the making of a false entry in such a document, shall, unless he proves that he
had no intention to conceal the affairs of the corporation or to defeat the law, be guilty of an offence.

(2)     A person to whom subsection (1) applies who fraudulently either parts with, alters or makes an omission in
any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an
omission in, any such document, shall be guilty of an offence.

(3)     A person guilty of an offence under this section shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to both.

(4)      In this section, “officer of a corporation” includes a person who —

                  (a)      was at any time an officer of the corporation; or

                  (b)      has, or had, a financial or other interest in the affairs of the corporation.



                                        Saving for advocates and solicitors.

8E.      Nothing in sections 8A and 8B shall compel the production by an advocate and solicitor of a document
containing a privileged communication made by or to him in that capacity or authorise the taking of possession of
any such document which is in his possession but if the advocate and solicitor refuses to produce the document he
shall nevertheless be obliged to give the name and address (if he knows them) of the person to whom or by or on
behalf of whom the communication was made.



                                          Investigation of certain matters.

8F.      Without prejudice to the powers conferred upon the Minister under section 8A, where the Minister has
reason to suspect that a person has committed an offence under this Act, he may make such investigation as he
thinks expedient for the due administration of this Act.



                   Savings for banks, insurance companies and certain financial institutions.

8G.      Nothing in section 8A shall authorise the Minister to call for the production of books of a banking
corporation or of any company carrying on insurance business or of any financial institution that is subject to control
by the Monetary Authority of Singapore under sections 27 and 28 of the Monetary Authority of Singapore Act and
nothing in section 8F shall authorise the Minister to conduct an investigation into any such corporation, company or
financial institution.



                                               Security of information.

8H.(1) No information or document relating to the affairs of a corporation which has been obtained under section
8A or 8B shall, without the previous consent in writing of that corporation, be published or disclosed, except to the
Minister, the Registrar of Companies and their officers or to an inspector appointed under Part IX, unless the
publication or disclosure is required —

                  (a)      with a view to the institution of or otherwise for the purposes of, any criminal
                           proceedings pursuant to, or arising out of this Act or any criminal proceedings for an
                           offence entailing misconduct in connection with the management of the corporation’s
                           affairs or misapplication or wrongful retention of its property;
                                                          31
                  (b)      for the purpose of complying with any requirement or exercising any power imposed or
                           conferred by this Act in connection with reports made by inspectors appointed under Part
                           IX;

                  (c)      with a view to the institution by the Minister of proceedings for the winding up of
                           companies under this Act of the corporation; or

                  (d)      for the purpose of proceedings under section 8A or 8B.

(2)       A person who publishes or discloses any information or document in contravention of this section shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term
not exceeding 2 years or to both.



                         Company auditors and liquidators to be approved by Minister.

9.(1)    Any person may apply to the Minister to be approved as a company auditor for the purposes of this Act.

(2)       The Minister may, if he is satisfied that the applicant is of good of character and competent to perform the
duties of an auditor under this Act, upon payment of the fee set out in the Second Schedule approve such person as a
company auditor for the purposes of this Act.

(3)       Any approved company auditor may apply to the Minister to be approved as a liquidator for the purposes of
this Act, and the Minister, if satisfied as to the experience and capacity of the applicant, may on payment of the fee
set out in the Second Schedule, approve such person as a liquidator for the purposes of this Act.

(4)      Any approval granted by the Minister pursuant to this section may be made subject to such limitations or
conditions as he thinks fit and may be revoked at any time by him by the service of a notice of revocation on the
approved person.

(5)      Every approval under this section including a renewal of approval of a company auditor or liquidator shall
be in force until 31st March in the third year following the year in which the approval was granted unless sooner
revoked by the Minister.

(6)     The Minister may delegate all or any of his powers under this section to any person or body of persons
charged with the responsibility for the registration or control of accountants in Singapore.

(7)      Any person who is dissatisfied with the decision of any person or body of persons to whom the Minister
has delegated all or any of his powers under this section may appeal to the Minister who may in his discretion
confirm, reverse or vary such decision.



                                                Company auditors.

10.(1) A person shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any
company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an
approved company auditor —

                  (a)      if he is not an approved company auditor;

                  (b)      if he is indebted to the company or to a corporation that is deemed to be related to that
                           company by virtue of section 6 in an amount exceeding $2,500;

                  (c)      if he is —

                           (i)      an officer of the company;

                                                         32
                           (ii)     a partner, employer or employee of an officer of the company; or

                           (iii)    a partner or employee of an employee of an officer of the company; or

                  (d)      if he is responsible for or if he is the partner, employer or employee of a person
                           responsible for the keeping of the register of members or the register of holders of
                           debentures of the company.

(2)       Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $2,000.

(3)      For the purposes of subsection (1), a person shall be deemed to be an officer of a company if he is an
officer of a corporation that is deemed to be related to the company by virtue of section 6 or except where the
Minister, if he thinks fit in the circumstances of the case, directs otherwise, if he has, at any time within the
preceding period of 12 months, been an officer or promoter of the company or of such a corporation.

(4)     For the purposes of this section, a person shall not be deemed to be an officer by reason only of his having
been appointed as auditor of a corporation.

(5)     A firm shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any
company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an
approved company auditor unless —

                  (a)      all the partners of the firm resident in Singapore are approved company auditors and have
                           lodged a return with the Registrar showing the full names and addresses of all the
                           partners of the firm within one month from the beginning of a calendar year or, if there is
                           a change of partners or their addresses during a calendar year, within one month of the
                           date that the change occurs and, where the firm is not registered as a firm under any law
                           for the time being in force, a return showing the full names and addresses of all the
                           partners of the firm has been lodged with the Registrar; and

                  (b)      no partner is disqualified under subsection (1) (b), (c) or (d) from acting as the auditor of
                           the company.

(6)     If a firm contravenes subsection (5) each partner of the firm shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $2,000.

(7)       No company or person shall appoint a person as auditor of a company unless that last-mentioned person has
prior to such appointment consented in writing to act as such auditor, and no company or person shall appoint a firm
as auditor of a company unless the firm has prior to such appointment consented, in writing under the hand of at
least one partner of the firm, to act as such auditor.

(8)     The appointment of a firm in the name of the firm as auditors of a company shall take effect and operate as
an appointment as auditors of the company of the persons who are members of that firm at the time of the
appointment.



                                           Disqualification of liquidators.

11.(1) Subject to this section, a person shall not, except with the leave of the Court, consent to be appointed, and
shall not act as liquidator of a company —

                  (a)      if he is not an approved liquidator;

                  (b)      if he is indebted to the company or to a corporation that is deemed to be related to the
                           company by virtue of section 6 in an amount exceeding $2,500;

                  (c)      if he is —
                                                          33
                           (i)      an officer of the company;

                           (ii)     a partner, employer or employee of an officer of the company; or

                           (iii)    a partner or employee of an employee of an officer of the company;

                  (d)      if he is an undischarged bankrupt;

                  (e)      if he has assigned his estate for the benefit of his creditors or has made an arrangement
                           with his creditors pursuant to any law relating to bankruptcy; or

                  (f)      if he has been convicted of an offence involving fraud or dishonesty punishable on
                           conviction by imprisonment for 3 months or more.

(2)      Subsection (1) (a) and (c) shall not apply —

                  (a)      to a members’ voluntary winding up; or

                  (b)      to a creditors’ voluntary winding up, if by a resolution carried by a majority of the
                           creditors in number and value present in person or by proxy and voting at a meeting of
                           which 7 days’ notice has been given to every creditor stating the object of the meeting, it
                           is determined that that paragraph shall not so apply.

(3)      For the purposes of subsection (1), a person shall be deemed to be an officer of a company if he is an
officer of a corporation that is deemed to be related to the company by virtue of section 6 or has, at any time within
the preceding period of 24 months, been an officer or promoter of the company or of such a corporation.

(4)     A person shall not be appointed as liquidator of a company unless he has prior to such appointment
consented in writing to act as such liquidator.

(5)      Nothing in this section shall affect any appointment of a liquidator made before 29th December 1967.

(6)       Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $2,000.



                                                        Registers.

12.(1) The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he
thinks fit.

Inspection of register.

(2)      Any person may, on payment of the prescribed fee —

                  (a)      inspect any document, or if there is a microfilm of any such document, that microfilm,
                           filed or lodged with the Registrar; or

                  (b)      require a certificate of the incorporation of any company or any other certificate issued
                           under this Act or a copy of or extract from any document kept by the Registrar to be
                           given or certified by the Registrar.

(2A)     Subsection (2) shall not apply to such exempt private company that is wholly owned by the Government as
the Minister may, by notification in the Gazette, specify where he considers that it would not be in the public interest
for —



                                                           34
                   (a)      any document relating to any such company maintained by the Registrar in whatever
                            form to be inspected by any member of the public; and

                   (b)      any certificate or copy of or extract from any document relating to any such company to
                            be given or certified to any member of the public.

Evidentiary value of copies certified by Registrar.

(3)      A copy of or extract from any document, including a copy produced by way of microfilm or electronic
medium, filed or lodged at the office of the Registrar certified to be a true copy or extract under the hand and seal of
the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document.

Evidence of statutory requirements.

(4)      In any legal proceedings a certificate under the hand and seal of the Registrar that a requirement of this Act
specified in the certificate —

                   (a)      had or had not been complied with at a date or within a period specified in the certificate;
                            or

                   (b)      had been complied with upon a date specified in the certificate but not before that date,

shall be received as prima facie evidence of the matters specified in the certificate.

Registrar may refuse to register or receive document.

(5)       If the Registrar is of the opinion that any document submitted to him —

                   (a)      contains matter contrary to law;

                   (b)      by reason of any omission or misdescription has not been duly completed;

                   (c)      does not comply with the requirements of this Act; or

                   (d)      contains any error, alteration or erasure,

he may refuse to register or receive the document and request that the document be appropriately amended or
completed and resubmitted or that a fresh document be submitted in its place.

Appeal.

(6)      Any party aggrieved by the refusal of the Registrar to register any corporation or to register or receive any
document or by any other act or decision of the Registrar may appeal to the Court which may confirm the refusal,
act or decision or give such directions in the matter as seem proper or otherwise determine the matter but this
subsection shall not apply to any act or decision of the Registrar —

                   (a)      in respect of which any provision in the nature of an appeal or review is expressly
                            provided in this Act; or

                   (b)      which is declared by this Act to be conclusive or final or is embodied in any document
                            declared by this Act to be conclusive evidence of any act, matter or thing.

Destruction, etc., of old records.

(7)     The Registrar may, if in his opinion it is no longer necessary or desirable to retain any document which has
been microfilmed or converted to electronic form, destroy or give to the National Archives of Singapore.



                                                           35
                                                    Filing service.

12A.(1) Where the Registry of Companies provides a service, whether before or after 15th May 1987, for the use of
subscribers, whereby documents required under this Act may be filed electronically with the Registry, neither the
Government nor any of its employees nor any authorised agents shall be liable for any loss or damage, suffered by
any person by reason of any errors or omissions, of whatever nature or however caused, appearing in any document
obtained by any person under the service if such errors or omissions are made in good faith and in the ordinary
course of the discharge of the duties of these employees or authorised agents or have occurred or arisen as a result of
any defect or breakdown in the service or in any of the equipment used for the service.

Evidentiary value of copies of electronically filed documents certified by Registrar.

(2)      A copy of or extract from any document electronically filed with the Registry of Companies under
subsection (1) supplied or issued by the Registrar and certified to be a true copy or extract thereof under the hand
and seal of the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original
document.

Certificate in respect of documents filed electronically.

(3)       The Registrar may require a certificate, in respect of any document to be filed electronically, from the party
filing the document certifying to the effect that any stamp fee payable for the document has been duly paid and that
he has witnessed the signing and execution of the document or that the document has been duly signed and executed
by the person concerned and that such signing or execution has been duly witnessed by a notary public or a solicitor
or approved company auditor or a person with such other qualifications as may be prescribed for the purposes of this
section. The Registrar may require the production of any document that has been signed and executed under this
subsection.



                                               Rectification of register.

12B.(1) Where it appears to the Court, as a result of evidence adduced before it by an applicant company, that any
particular recorded in a register is erroneous or defective, the Court may, by order, direct the Registrar to rectify the
register on such terms and conditions as seem to the Court just and expedient, as are specified in the order and the
Registrar shall, upon receipt of the order, rectify the register accordingly.

(2)       An order of the Court made under subsection (1) shall require that a fresh document, showing the
rectification, shall be filed by the applicant company with the Registrar together with a copy of the Court order, a
copy of the court application and the affidavits in support thereof.

(3)      Notwithstanding subsections (1) and (2), an officer of a company may notify the Registrar in the prescribed
form of any typographical or clerical error contained in any document relating to the company lodged with the
Registrar.

(4)     The Registrar may, upon receipt of any notification referred to in subsection (3), rectify the registers
accordingly.



                                       Enforcement of duty to make returns.

13.(1)   If a corporation or person, having made default in complying with —

                  (a)       any provision of this Act or of any other law which requires the lodging or filing in any
                            manner with the Registrar or the Official Receiver of any return, account or other
                            document or the giving of notice to him of any matter; or

                  (b)       any request of the Registrar or the Official Receiver to amend or complete and resubmit
                            any document or to submit a fresh document,
                                                          36
fails to make good the default within 14 days after the service on the corporation or person of a notice requiring it to
be done, the Court may, on an application by any member or creditor of the corporation or by the Registrar or the
Official Receiver, make an order directing the corporation and any officer thereof or such person to make good the
default within such time as is specified in the order.

(2)      Any such order may provide that all costs of and incidental to the application shall be borne by the
corporation or by any officer of the corporation responsible for the default or by such person.

(3)       Nothing in this section shall limit the operation of any written law imposing penalties on a corporation or
its officers or such person in respect of any such default.



                                      Relodging of lost registered documents.

14.(1) If in the case of any corporation incorporated or registered under this Act or any corresponding previous
written law the memorandum or articles or any other document relating to the corporation filed or lodged with the
Registrar has been lost or destroyed, the corporation may apply to the Registrar for leave to lodge a copy of the
document as originally filed or lodged.

(2)     On such application being made the Registrar may direct notice thereof to be given to such persons and in
such manner as he thinks fit.

(3)      The Registrar upon being satisfied —

                  (a)      that the original document has been lost or destroyed;

                  (b)      of the date of the filing or lodging thereof with the Registrar; and

                  (c)      that a copy of such document produced to the Registrar is a correct copy,

may certify upon that copy that he is so satisfied and direct that that copy be lodged in the manner required by law in
respect of the original.

(4)       Upon the lodgment that copy for all purposes shall, from such date as is mentioned in the certificate as the
date of the filing or lodging of the original with the Registrar, have the same force and effect as the original.

(5)      The Court may, by order upon application by any person aggrieved and after notice to any other person
whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and
shall be registered by him, but no payments, contracts, dealings, acts and things made, had or done in good faith
before the registration of such order and upon the faith of and in reliance upon the certificate shall be invalidated or
affected by such variation or rescission.

(6)      No fee shall be payable upon the lodging of a document under this section.



                        Size, durability and legibility of documents delivered to Registrar.

15.(1) For the purposes of securing that the documents delivered to the Registrar under the provisions of this Act
are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements
(whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as he may
consider appropriate; and different requirements may be so prescribed for different documents or classes of
documents.

(2)      If under any such provision there is delivered to the Registrar a document (whether an original document or
a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this section
as are applicable to it, the Registrar may serve on any person by whom under that provision the document was
required to be delivered (or, if there are two or more such persons, may serve on any of them) a notice stating his
                                                           37
opinion to that effect and indicating the requirements so prescribed with which in his opinion the document does not
comply.

(3)     Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any
such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any
omission to deliver to the Registrar a document required to be delivered under that provision (and, in particular, for
the purposes of any such law whereby such a penalty may be imposed by reference to each day during which the
omission continues) —

                  (a)      any duty imposed by that provision to deliver such a document to the Registrar shall be
                           treated as not having been discharged by the delivery of that document; but

                  (b)      no account shall be taken of any days falling within the period mentioned in subsection
                           (4).

(4)      The period referred to in subsection (3) (b) is the period beginning on the day on which the document was
delivered to the Registrar as mentioned in subsection (2) and ending on the fourteenth day after the date of service of
the notice under subsection (2) by virtue of which subsection (3) applies.

(5)      In this section, any reference to delivering a document shall be construed as including a reference to
sending, forwarding, producing or (in the case of a notice) giving it.



                  Instant Information Service — exclusion of liability for errors or omissions.

16.      Where the Registry of Companies provides a service (to be called an Instant Information Service) to the
public whereby computerised information of prescribed particulars of a company registered under this Act is
supplied to the public on payment of a prescribed fee, neither the Government nor any of its employees in the
Registry of Companies involved in the supply of such information shall be liable for any loss or damage suffered by
members of the public by reason of any errors or omissions of whatever nature appearing therein or however caused
if made in good faith and in the ordinary course of the discharge of the duties of such employees.



                    Supply of magnetic tapes — exclusion of liability for errors or omissions.

16A.     Where the Registrar furnishes information, whether in bulk or otherwise, to any person by way of magnetic
tapes or by any electronic means, neither the Government nor any of the employees in the Registry nor any
authorised agents involved in the furnishing of such information shall be liable for any loss or damage suffered by
that person by reason of errors or omissions of whatever nature appearing therein or however caused if made in good
faith and in the ordinary course of the discharge of the duties of those employees or authorised agents.



                                 PART III - CONSTITUTION OF COMPANIES

                                                    DIVISION 1

                                                    Incorporation



                                             Formation of companies.

17.(1) Subject to this Act, any two or more persons associated for any lawful purpose may by subscribing their
names to a memorandum and complying with the requirements as to registration form an incorporated company.


                                                          38
(2)      A company may be —

                  (a)      a company limited by shares;

                  (b)      a company limited by guarantee; or

                  (c)      an unlimited company.

(3)      No company, association or partnership consisting of more than 20 persons shall be formed for the purpose
of carrying on any business that has for its object the acquisition of gain by the company, association or partnership,
or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance
of some other written law in Singapore or letters patent.

(4)      So much of subsection (3) as prohibits the formation of an association or a partnership consisting of more
than 20 persons shall not apply to an association or a partnership formed for the purpose of carrying on any
profession or calling which under the provisions of any written law may be exercised only by persons who possess
the qualifications laid down in such written law for the purpose of carrying on that profession or calling.

(5)       As from 15th August 1984 no company limited by guarantee with a share capital shall be registered under
this Act.

(6)     The prohibition referred to in subsection (5) shall not affect a company limited by guarantee which has a
share capital and is registered as such before 15th August 1984 and section 38 (2) shall continue to apply to a
company so registered; but any such company shall, within two years of that date, elect to convert and re-register
that company either as a company limited by shares or as a company limited by guarantee.

(7)       The conversion of a company referred to in subsection (6) shall be effected by lodging with the Registrar a
special resolution determining the conversion of the company from a company limited by guarantee with a share
capital to a company limited by shares or to a company limited by guarantee, as the case may be, and altering its
memorandum and articles of association to the extent that is necessary to bring them into conformity with the
requirements of this Act relating to the memorandum and articles of a company limited by shares or of a company
limited by guarantee, as the case may be.

(8)      On compliance by a company with subsection (7) and on the issue by the Registrar of a certificate of
incorporation of the company in accordance with the special resolution, the company shall be a company limited by
shares or a company limited by guarantee, as the case may be.



                                                   Private company.

18.(1)   A company having a share capital may be incorporated as a private company if its memorandum or articles
—

                  (a)      restricts the right to transfer its shares;

                  (b)      limits to not more than 50 the number of its members (counting joint holders of shares as
                           one person and not counting any person in the employment of the company or of its
                           subsidiary or any person who while previously in the employment of the company or of
                           its subsidiary was and thereafter has continued to be a member of the company);

                  (c)      prohibits any invitation to the public to subscribe for any shares in or debentures of the
                           company; and

                  (d)      prohibits any invitation to the public to deposit money with the company for fixed
                           periods or payable at call, whether bearing or not bearing interest.

(2)    Where, on 29th December 1967, neither the memorandum nor articles of a company that is a private
company by virtue of paragraph (a) of the definition of “private company” in section 4 (1) contain the restrictions,
                                                        39
limitations and prohibitions required by subsection (1) to be included in the memorandum or articles of a company
that may be incorporated as a private company, the articles of the company shall be deemed to include each such
restriction, limitation or prohibition that is not so included and a restriction on the right to transfer its shares that is
so deemed to be included in its articles shall be deemed to be a restriction that prohibits the transfer of shares except
to a person approved by the directors of the company.

(3)       Where a restriction, limitation or prohibition deemed to be included in the articles of a company under
subsection (2) is inconsistent with any provision already included in the memorandum or articles of the company,
that restriction, limitation or prohibition shall, to the extent of the inconsistency, prevail.

(4)       A private company may, by special resolution, alter any restriction on the right to transfer its shares
included, or deemed to be included, in its memorandum or articles or any limitation on the number of its members
included, or deemed to be included, in its memorandum or articles, but not so that the memorandum and articles of
the company cease to include the limitation required by subsection (1) (b) to be included in the memorandum or
articles of a company that may be incorporated as a private company.



                                            Registration and incorporation.

19.(1) Persons desiring the incorporation of a company shall lodge the memorandum and the articles, if any, of the
proposed company with the Registrar together with the other documents required to be lodged under this Act, and
the Registrar on payment of the appropriate fees shall, subject to this Act, register the company by registering the
memorandum and articles, if any.

Statutory declarations.

(2)       The Registrar shall require a statutory declaration made by a solicitor or an accountant engaged in the
formation of the company or by a person named in the articles as a director or secretary of the company to be lodged
stating that all or any of the requirements of this Act have been complied with, and the Registrar may accept such a
declaration as sufficient evidence of compliance.

(3)      The Registrar shall require a certificate from a notary public, a solicitor, an approved company auditor or a
person with such other qualifications as may be prescribed for the purposes of this section as to the identity of the
subscribers to the memorandum and of any persons named in the memorandum or articles as officers of the
proposed company.

Certificate of incorporation.

(4)      On the registration of the memorandum the Registrar shall certify under his hand and seal that the company
is on and from the date specified in the certificate incorporated, and that the company is —

                   (a)      a company limited by shares;

                   (b)      a company limited by guarantee; or

                   (c)      an unlimited company,

as the case may be, and where applicable, that it is a private company.

Effect of incorporation.

(5)       On and from the date of incorporation specified in the certificate of incorporation but subject to this Act,
the subscribers to the memorandum together with such other persons as may from time to time become members of
the company shall be a body corporate by the name contained in the memorandum capable forthwith of exercising
all the functions of an incorporated company and of suing and being sued and having perpetual succession and a
common seal with power to hold land but with such liability on the part of the members to contribute to the assets of
the company in the event of its being wound up as is provided by this Act.

                                                            40
Members of company.

(6)     The subscribers to the memorandum shall be deemed to have agreed to become members of the company
and on the incorporation of the company shall be entered as members in its register of members, and every other
person who agrees to become a member of a company and whose name is entered in its register of members shall be
a member of the company.

(7)    The Registrar shall not register a memorandum and articles, if any, of a proposed company unless the
memorandum or articles contain the names of at least two persons who are to be the first directors of the proposed
company.



                                            Power to refuse registration.

20.(1) Without prejudice to the powers of the Registrar under section 12 (5), where a memorandum is delivered
for registration under section 19, the Registrar shall not register the memorandum unless he is satisfied that all the
requirements of this Act in respect of the registration and of all matters precedent and incidental thereto have been
complied with.

(2)    Notwithstanding anything in this Act or any rule of law, the Registrar shall refuse to register the
memorandum of a proposed company where he is satisfied that —

                  (a)      the proposed company is likely to be used for an unlawful purpose or for purposes
                           prejudicial to public peace, welfare or good order in Singapore; or

                  (b)      it would be contrary to the national security or interest for the proposed company to be
                           registered.

(3)      Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30 days of the date
of the decision, appeal to the Minister whose decision shall be final.



                                         Membership of holding company.

21.(1) A corporation cannot be a member of a company which is its holding company, and any allotment or
transfer of shares in a company to its subsidiary shall be void.

(2)       Subsection (1) shall not apply where the subsidiary is concerned as personal representative, or where it is
concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and
is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course
of a business which includes the lending of money.

(3)     This section shall not prevent a subsidiary which, on 29th December 1967, is a member of its holding
company, from continuing to be a member but, subject to subsection (2), the subsidiary shall have no right to vote at
meetings of the holding company or any class of members thereof.

(4)     This section shall not prevent a subsidiary from continuing to be a member of its holding company if, at the
time when it becomes a subsidiary thereof, it already holds shares in that holding company, but —

                  (a)      subject to subsection (2), the subsidiary shall have no right to vote at meetings of the
                           holding company or any class of members thereof; and

                  (b)      the subsidiary shall, within the period of 12 months or such longer period as the Court
                           may allow after becoming the subsidiary of its holding company, dispose of all of its
                           shares in the holding company.


                                                          41
(5)      Subject to subsection (2), subsections (1), (3) and (4) shall apply in relation to a nominee for a corporation
which is a subsidiary as if references in those subsections to such a corporation included references to a nominee for
it.

(6)      This section shall not operate to prevent the allotment of shares in a holding company to a subsidiary which
already lawfully holds shares in the holding company if the allotment is made by way of capitalisation of reserves of
the holding company and is made to all members of the holding company on a basis which is in direct proportion to
the number of shares held by each member in the holding company.

(7)     Where but for this section a subsidiary would have been entitled to subscribe for shares in the holding
company the holding company may, on behalf of the subsidiary, sell the shares for which the subsidiary would
otherwise have been entitled to subscribe.

(8)       In relation to a holding company that is a company limited by guarantee, the reference in this section to
shares shall be construed as including a reference to the interest of its members as such, whatever the form of that
interest.



                                        Requirements as to memorandum.

22.(1) The memorandum of every company shall be printed and divided into numbered paragraphs and dated and
shall state, in addition to other requirements —

                  (a)      the name of the company;

                  (b)      the objects of the company;

                  (c)      unless the company is an unlimited company, the amount of share capital, if any, with
                           which the company proposes to be registered and the division thereof into shares of a
                           fixed amount;

                  (d)      if the company is a company limited by shares, that the liability of the members is
                           limited;

                  (e)      if the company is a company limited by guarantee, that the liability of the members is
                           limited and that each member undertakes to contribute to the assets of the company, in
                           the event of its being wound up while he is a member or within one year after he ceases
                           to be a member, for payment of the debts and liabilities of the company contracted before
                           he ceases to be a member and of the costs, charges and expenses of winding up and for
                           adjustment of the rights of the contributories among themselves, such amount as may be
                           required not exceeding a specified amount;

                  (f)      if the company is an unlimited company, that the liability of the members is unlimited;

                  (g)      the full names, addresses and occupations of the subscribers thereto; and

                  (h)      that such subscribers are desirous of being formed into a company in pursuance of the
                           memorandum and (where the company is to have a share capital) respectively agree to
                           take the number of shares in the capital of the company set out opposite their respective
                           names.

(2)       Each subscriber to the memorandum shall, if the company is to have a share capital, in his own handwriting
state the number of shares (not being less than one) that he agrees to take and, whether or not the company is to have
a share capital, shall sign the memorandum in the presence of at least one witness (not being another subscriber)
who shall attest the signature and add his address and occupation.



                                                          42
(3)      A statement in the memorandum of a company limited by shares that the liability of members is limited
shall mean that the liability of the members is limited to the amount, if any, unpaid on the shares respectively held
by them.



                                                Division 2 — Powers

                                                Powers of a company.

23.(1) Subject to subsection (2), the powers of a company, whether incorporated before or after 29th December
1967, shall include —

                  (a)       power to make donations for patriotic or for charitable purposes;

                  (b)       power to transact any lawful business in aid of Singapore in the prosecution of any war or
                            hostilities in which Singapore is engaged; and

                  (c)       unless expressly excluded or modified by the memorandum or articles, the powers set
                            forth in the Third Schedule but the powers of a company which has by the licence of the
                            Minister pursuant to section 29 been registered without the word “Limited” or “Berhad”
                            or pursuant to any corresponding previous written law been registered without the
                            addition of the word “Limited” to its name shall not include any of the powers set forth in
                            the Third Schedule unless expressly included in the memorandum or articles with the
                            approval in writing of the Minister.

Restriction as to power of certain companies to hold lands.

(2)      A company formed for the purpose of providing recreation or amusement or promoting commerce,
industry, art, science, religion or any other like object not involving the acquisition of gain by the company or by its
individual members shall not acquire any land without the licence of the Minister but the Minister may by licence
empower any such company to hold lands in such quantity and subject to such conditions as he thinks fit.

(3)     A licence given by the Minister under subsection (2) shall be in the prescribed form or as near thereto as
circumstances admit.

(4)      The decision of the Minister under this section shall be final and shall not be called in question by any
court.



                        Power of company to provide for employees on cessation of business.

24.(1) The powers of a company shall, if they would not otherwise do so, be deemed to include power to make
provision, in connection with any cessation of the whole or any part of the business carried on by the company or
any subsidiary of the company, for the benefit of persons employed or formerly employed by the company or its
subsidiary.

(2)      Subsection (1) relates only to the capacity of a company as a body corporate and is without prejudice to any
provision in a company’s memorandum or articles requiring any exercise of the power mentioned in that subsection
to be approved by the company in general meeting or otherwise prescribing the manner in which that power is to be
exercised.



                                              Ultra vires transactions.

25.(1) No act or purported act of a company (including the entering into of an agreement by the company and
including any act done on behalf of a company by an officer or agent of the company under any purported authority,
                                                        43
whether express or implied, of the company) and no conveyance or transfer of property, whether real or personal, to
or by a company shall be invalid by reason only of the fact that the company was without capacity or power to do
such act or to execute or take such conveyance or transfer.

(2)      Any such lack of capacity or power may be asserted or relied upon only in —

                  (a)      proceedings against the company by any member of the company or, where the company
                           has issued debentures secured by a floating charge over all or any of the company’s
                           property, by the holder of any of those debentures or the trustee for the holders of those
                           debentures to restrain the doing of any act or acts or the conveyance or transfer of any
                           property to or by the company;

                  (b)      any proceedings by the company or by any member of the company against the present or
                           former officers of the company; or

                  (c)      any petition by the Minister to wind up the company.

(3)       If the unauthorised act, conveyance or transfer sought to be restrained in any proceedings under subsection
(2) (a) is being or is to be performed or made pursuant to any contract to which the company is a party, the Court
may, if all the parties to the contract are parties to the proceedings and if the Court considers it to be just and
equitable, set aside and restrain the performance of the contract and may allow to the company or to the other parties
to the contract, as the case requires, compensation for the loss or damage sustained by either of them which may
result from the action of the Court in setting aside and restraining the performance of the contract but anticipated
profits to be derived from the performance of the contract shall not be awarded by the Court as a loss or damage
sustained.



                               General provisions as to alteration of memorandum.

26.(1) The memorandum of a company may be altered to the extent and in the manner provided by this Act but
not otherwise.

(2)      In addition to observing and subject to any other provision of this Act requiring the lodging with the
Registrar of any resolution of a company or order of the Court or other document affecting the memorandum of a
company, the company shall within 14 days after the passing of any such resolution or the making of any such order
lodge with the Registrar a copy of such resolution or other document or an office copy of such order together with
(unless the Registrar dispenses therewith) a printed copy of the memorandum as altered, and if default is made in
complying with this subsection the company and every officer of the company who is in default shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(3)       The Registrar shall register every resolution, order or other document lodged with him under this Act that
affects the memorandum of a company and, where an order is so registered shall certify the registration of that order.

(4)      The certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with
respect to the alteration and any confirmation thereof have been complied with.

(5)      Notice of the registration shall be published in such manner, if any, as the Court or the Registrar directs.

(6)      The Registrar shall, where appropriate, issue a certificate of incorporation in accordance with the alteration
made to the memorandum.



                                                Names of companies.

27.(1) Except with the consent of the Minister, a company shall not be registered by a name that in the opinion of
the Registrar —

                                                           44
                 (a)      is undesirable;

                 (b)      is identical to that of any other company, corporation or business name;

                 (c)      so nearly resembles the name of another company, corporation or business name as to be
                          likely to be mistaken for it; or

                 (d)      is a name of a kind that the Minister has directed the Registrar not to accept for
                          registration.

(2)      Notwithstanding anything in this section and section 28, other than subsection (4) thereof, where the
Registrar is satisfied that a company has been registered by a name (whether through inadvertence or otherwise and
whether originally or by change of name) which —

                 (a)      is identical to that of any other company or corporation; or

                 (b)      so nearly resembles the name of another company or corporation as to be likely to be
                          mistaken for it,

the Registrar, may direct the first-mentioned company to change its name and the company shall comply with that
direction within 6 weeks after the date of the direction or such longer period as the Registrar allows and if the
company fails so to comply the company and its officers shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $2,000 and also to a default penalty.

(3)     In subsection (1), “business name” has the meaning assigned to that expression in the Business Registration
Act.

(4)      For the purpose of subsection (2), the reference to a corporation therein shall include a reference to a
corporation whether or not it is registered under Division 2 of Part XI.

(5)      A company aggrieved by the decision of the Registrar under subsection (2) may within 30 days of the date
of the decision appeal to the Minister whose decision shall be final.

(6)     The Minister shall cause a direction given by him under subsection (1) to be published in the Gazette.

(7)     A limited company shall have either “Limited” or “Berhad” as part of and at the end of its name.

(8)      A private company shall have the word “Private” or “Sendirian” as part of its name, inserted immediately
before the word “Limited” or “Berhad” or, in the case of an unlimited company, at the end of its name.

(9)      It shall be lawful to use and no description of a company shall be deemed inadequate or incorrect by reason
of the use of —

                 (a)      the abbreviation “Pte.” in lieu of the word “Private” or the abbreviation “Sdn.” in lieu of
                          the word “Sendirian” contained in the name of a company;

                 (b)      the abbreviation “Ltd.” in lieu of the word “Limited” or the abbreviation “Bhd.” in lieu of
                          the word “Berhad” contained in the name of a company; or

                 (c)      any of such words in lieu of the corresponding abbreviation contained in the name of a
                          company.

(10)     A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the
application as —

                 (a)      the name of an intended company;

                 (b)      the name to which a company proposes to change its name; or

                                                         45
                  (c)       the name under which a foreign company proposes to be registered, either originally or
                            on change of name.

(11)    A company shall not be registered under section 19 (1) and the Registrar shall not approve the change of
name of a company under section 28 (2) unless the name which it is proposed to be registered or the proposed new
name, as the case may be, has been reserved under subsection (12).

(12)    If the Registrar is satisfied as to the bona fides of the application and that the proposed name is a name by
which the intended company, company or foreign company could be registered —

                  (a)       without contravention of subsection (1) in the case of a company (whether originally or
                            upon change of name); and

                  (b)       without contravention of section 378 in the case of a foreign company (whether originally
                            or upon change of name),

he shall reserve the proposed name for a period of two months from the date of the lodging of the application.

(13)     If, at any time during a period for which a name is reserved, application is made to the Registrar for an
extension of that period and the Registrar is satisfied as to the bona fides of the application, he may extend that
period for a further period of two months.

(14)      During a period for which a name is reserved, no company (other than the intended company in respect of
which the name is reserved) shall be registered under this Act, whether originally or on change of name, under the
reserved name or under any other name that, in the opinion of the Registrar, so closely resembles the reserved name
as to be likely to be mistaken for that name.

(15)      The reservation of a name under this section in respect of an intended company, company or foreign
company does not in itself entitle the intended company, company or foreign company to be registered by that name,
either originally or on change of name.



                                                   Change of name.

28.(1) A company may by special resolution resolve that its name should be changed to a name by which the
company could have been registered without contravention of section 27 (1).

(2)       If the Registrar approves the name which the company has resolved should be its new name he shall on
payment of the prescribed fee issue a certificate of incorporation of the company under the new name and upon the
issue of such certificate of incorporation the change of name shall become effective.

(3)       If the name of a company is (whether through inadvertence or otherwise and whether originally or by
change of name) a name by which the company could not be registered without contravention of section 27 (1), the
company may by special resolution change its name to a name by which the company could be registered without
contravention of that subsection and, if the Registrar so directs, shall so change it within 6 weeks after the date of the
direction or such longer period as the Registrar allows unless the Minister by written notice annuls such direction,
and if the company fails to comply with the direction it shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $2,000 and also to a default penalty.

(4)     Where the name of a company incorporated pursuant to any corresponding previous written law has not
been changed since 29th December 1967, the Registrar shall not, except with the approval of the Minister, exercise
his power under subsection (3) to direct the company to change its name.

(5)       Where, on 29th December 1967, a company which is a private company does not have the word “Private”
or “Sendirian” as part of its name immediately before the word “Limited” or “Berhad” or in the case of an unlimited
company at the end of its name, the company shall be deemed to have altered its name to include the word “Private”
or “Sendirian” immediately before the word “Limited” or “Berhad” or in the case of an unlimited company at the
end of its name and the Registrar shall as soon as practicable after that date alter the name of the company set forth
                                                          46
in the memorandum accordingly and issue a new certificate of incorporation in the name of the company as so
altered.

(6)      A change of name pursuant to this Act shall not affect the identity of the company or any rights or
obligations of the company or render defective any legal proceedings by or against the company, and any legal
proceedings that might have been continued or commenced by or against it by its former name may be continued or
commenced by or against it by its new name.



                Omission of “Limited” or “Berhad” in name of charitable and other companies.

29.(1) Where it is proved to the satisfaction of the Minister that a proposed limited company is being formed for
the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity,
pension or superannuation schemes or any other object useful to the community, that it has some basis of national or
general public interest and that it is in a financial position to carry out the objects for which it is to be formed and
will apply its profits (if any) or other income in promoting its objects and will prohibit the payment of any dividend
to its members, the Minister may (after requiring, if he thinks fit, the proposal to be advertised in such manner as he
directs either generally or in a particular case) by licence direct that it be registered as a company with limited
liability without the addition of the word “Limited” or “Berhad” to its name, and the company may be registered
accordingly.

(2)      Where it is proved to the satisfaction of the Minister —

                  (a)      that the objects of a limited company are restricted to those specified in subsection (1)
                           and to objects incidental or conducive thereto;

                  (b)      that the company has some basis of national or general public interest;

                  (c)      that the company is in a financial position to carry out the objects for which it was
                           formed; and

                  (d)      that by its constitution the company is required to apply its profits, if any, or other income
                           in promoting its objects and is prohibited from paying any dividend to its members,

the Minister may by licence authorise the company to change its name to a name which does not contain the word
“Limited” or “Berhad”, being a name approved by the Registrar.

(3)       A licence under this section may be issued on such conditions as the Minister thinks fit, and those
conditions shall be binding on the company and shall, if the Minister so directs, be inserted in the memorandum or
articles of the company and the memorandum or articles may by special resolution be altered to give effect to any
such direction.

(4)       Where the memorandum or articles of a company include, as a result of a direction of the Minister given
pursuant to subsection (3) or pursuant to any corresponding previous written law, a provision that the memorandum
or articles shall not be altered except with the consent of the Minister, the company may, with the consent of the
Minister, by special resolution alter any provision of the memorandum or articles.

(5)     A company shall, while a licence granted by the Minister under this or under any corresponding previous
enactment is in force, be exempted from complying with the provisions of this Act relating to the use of the word
“Limited” or “Berhad” as any part of its name.

(6)       A licence under this section or under any corresponding previous written law may at any time be revoked
by the Minister and, upon revocation, the Registrar shall enter the word “Limited” or “Berhad” at the end of the
name of the company upon the register, and the company shall thereupon cease to enjoy the exemption granted by
reason of the licence under this section but before a licence is so revoked the Minister shall give to the company
notice in writing of his intention and shall afford it an opportunity to be heard.


                                                          47
(7)       Where a licence under this section or under any corresponding previous written law is revoked the
memorandum or articles of the company may be altered by special resolution so as to remove any provision in or to
the effect that the memorandum or articles may be altered only with the consent of the Minister and section 23 (1)
(c) shall apply to the company as if it had never had a licence under this section.



                           Registration of unlimited company as limited company, etc.

30.(1)   Subject to this section —

                  (a)      an unlimited company may convert to a limited company if it was not previously a
                           limited company that became an unlimited company in pursuance of paragraph (b); and

                  (b)      a limited company may convert to an unlimited company if it was not previously an
                           unlimited company that became a limited company in pursuance of paragraph (a) or any
                           corresponding previous written law.

(2)       Where a company applies in writing to the Registrar for a change of status as provided by subsection (1)
and, subject to section 33 (8) and (9) as applied by subsection (7), lodges with the application the prescribed
documents relating to the application, the Registrar shall, upon registration of such prescribed documents so lodged
as are registrable under this Act, issue to the company a certificate of incorporation —

                  (a)      appropriate to the change of status applied for; and

                  (b)      specifying, in addition to the particulars prescribed in respect of a certificate of
                           incorporation of a company of that status, that the certificate is issued in pursuance of this
                           section,

and, upon the issue of such a certificate of incorporation, the company shall be deemed to be a company having the
status specified therein.

(3)      Where the status of a company is changed in pursuance of this section, notice of the change of status shall
be published in such manner, if any, as the Registrar may direct.

(4)      In subsection (2), “prescribed documents”, in relation to an application referred to in that subsection, means
—

                  (a)      a printed copy of a special resolution of the company —

                           (i)       resolving to change the status of the company and specifying the status sought;

                           (ii)      making such alterations to the memorandum of the company as are necessary to
                                     bring the memorandum into conformity with the requirements of this Act
                                     relating to the memorandum of a company of the status sought;

                           (iii)     making — where the company has registered articles — such alterations and
                                     additions to the articles, if any, as are necessary to bring the articles into
                                     conformity with the requirements of this Act relating to the articles of a
                                     company of the status sought;

                           (iv)      adopting — where the company has no registered articles — such articles, if
                                     any, as are required by this Act to be registered in respect of a company of the
                                     status sought or are proposed by the company as the registered articles of the
                                     company upon the change in its status; and

                           (v)       changing the name of the company to a name by which it could be registered if
                                     it were a company of the status sought;

                                                          48
                  (b)      where, by a special resolution referred to in paragraph (a), the memorandum of the
                           company is altered or the articles of the company are altered or added to, or articles are
                           adopted by the company — a printed copy of the memorandum as altered, the articles as
                           altered or added to, or the articles adopted, as the case may be; and

                  (c)      in the case of an application by a limited company to convert to an unlimited company —

                           (i)      the prescribed form of assent to the application subscribed by or on behalf of all
                                    the members of the company; and

                           (ii)     a statutory declaration by a director or secretary of the company verifying that
                                    the persons by whom or on whose behalf such a form of assent is subscribed
                                    constitute the whole membership of the company and, if a member has not
                                    subscribed the form himself, that the director or the secretary making the
                                    declaration has taken all reasonable steps to satisfy himself that each person who
                                    subscribed the form was lawfully empowered to do so.

(5)    Section 26 (2) to (6) shall not apply to or in relation to an application under this section or to any prescribed
documents in relation to the application.

(6)       A special resolution passed for the purposes of an application under this section shall take effect only upon
the issue under this section of a certificate of incorporation of the company to which the resolution relates.

(7)      With such modifications as may be necessary, section 33 (except subsection (1) thereof) applies to and in
respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special
resolution relating to a change of status as if it were a special resolution under that section.

(8)      A change in the status of a company in pursuance of this section does not operate —

                  (a)      to create a new legal entity;

                  (b)      to prejudice or affect the identity of the body corporate constituted by the company or its
                           continuity as a body corporate;

                  (c)      to affect the property, or the rights or obligations, of the company; or

                  (d)      to render defective any legal proceedings by or against the company,

any legal proceedings that could have been continued or commenced by or against it prior to the change in its status
may, notwithstanding the change in its status, be continued or commenced by or against it after the change in its
status.



                                     Change from public to private company.

31.(1) A public company having a share capital may convert to a private company by lodging with the Registrar a
copy of a special resolution —

                  (a)      determining to convert to a private company and specifying an appropriate alteration to
                           its name; and

                  (b)      altering the provisions of its memorandum or articles so far as is necessary to impose the
                           restrictions, limitations and prohibitions referred to in section 18 (1).

Change from private to public company.



                                                           49
(2)      A private company may, subject to its memorandum or articles, convert to a public company by lodging
with the Registrar —

                  (a)      a copy of a special resolution determining to convert to a public company and specifying
                           an appropriate alteration to its name;

                  (b)      a statement in lieu of prospectus; and

                  (c)      a statutory declaration in the prescribed form verifying that section 61 (2) (b) has been
                           complied with,

and thereupon the restrictions, limitations and prohibitions referred to in section 18 (1) as included in or deemed to
be included in the memorandum or articles of such company shall cease to form part of the memorandum or articles.

(3)     On compliance by a company with subsection (1) or (2) and on the issue of a certificate of incorporation of
the company altered accordingly the company shall be a private company or a public company (as the case requires).

(4)      A conversion of a company pursuant to subsection (1) or (2) shall not affect the identity of the company or
any rights or obligations of the company or render defective any legal proceedings by or against the company, and
any legal proceedings that could have been continued or commenced by or against it prior to the conversion may,
notwithstanding any change in the company’s name or capacity in consequence of the conversion, be continued or
commenced by or against it after the conversion.



                        Default in complying with requirements as to private companies.

32.(1) Where, on the application of the Minister with respect to a private company or of any member or creditor
of a private company, the Court is satisfied that default has been made in relation to the company in complying with
a prohibition of a kind specified in section 18 (1) (c) or (d) that is included, or is deemed to be included, in the
memorandum or articles of the company the Court may by order determine that, on such date as the Court specifies
in its order, the company ceased to be a private company.

(2)      Where —

                  (a)      default has been made in relation to a private company in complying with a limitation of
                           a kind specified in section 18 (1) (b) that is included, or is deemed to be included in the
                           memorandum or articles of the company;

                  (b)      a private company has been convicted of an offence under subsection (7);

                  (c)      the memorandum or articles of a private company have been so altered that they no
                           longer include restrictions, limitations or prohibitions of the kinds specified in section 18
                           (1); or

                  (d)      a private company has ceased to have a share capital,

the Registrar may by notice served on the company determine that, on such date as is specified in the notice, the
company ceased to be a private company.

(3)    Where, under this section, the Court or the Registrar determines that a company has ceased to be a private
company —

                  (a)      the company shall be a public company and shall be deemed to have been a public
                           company on and from the date specified in the order or notice;

                  (b)      the company shall, on the date so specified be deemed to have changed its name by the
                           omission from its name of the word “Private” or the word “Sendirian”, as the case
                           requires; and
                                                        50
                  (c)      the company shall, within a period of 14 days after the date of the order or the notice,
                           lodge with the Registrar —

                           (i)       a statement in lieu of prospectus;

                           (ii)      a statutory declaration in the prescribed form verifying that section 61 (2) (b)
                                     has been complied with; and

                           (iii)     where an order has been made under subsection (1) an office copy of the order.

(4)       Where the Court is satisfied that a default or alteration referred to in subsection (1) or (2) has occurred but
that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and
equitable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient,
determine that the company has not ceased to be a private company.

(5)     A company that, by virtue of a determination made under this section, has become a public company shall
not convert to a private company without the leave of the Court.

(6)       If default is made in complying with subsection (3) (c), the company and every officer of the company who
is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to
a default penalty.

(7)       Where any subscription for shares in or debentures of, or any deposit of money with, a private company is
arranged by or through a solicitor, broker, agent or any other person (whether an officer of the company or not) who
invites the public to make use of his services in arranging investments or who holds himself out to the public as
being in a position to arrange investments, the company and every person, including an officer of the company, who
is a party to the arrangement shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$5,000 or to imprisonment for a term not exceeding one year.

(8)       Where default is made in relation to a private company in complying with any restriction, limitation or
prohibition of a kind specified in section 18 (1) that is included, or deemed to be included, in the memorandum or
articles of the company, the company and every officer of the company who is in default shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding
one year.



                                      Alterations of objects in memorandum.

33.(1) Subject to this section, a company may by special resolution alter the provisions of its memorandum with
respect to the objects of the company.

(2)      Where a company proposes to alter its memorandum, with respect to the objects of the company, it shall
give by post 21 days’ written notice specifying the intention to propose the resolution as a special resolution and to
submit it for passing to a meeting of the company to be held on a day specified in the notice.

(3)       The notice shall be given to all members, and to all trustees for debenture holders and, if there are no
trustees for any class of debenture holders, to all debenture holders of that class whose names are, at the time of the
posting of the notice, known to the company.

(4)      The Court may in the case of any person or class of persons for such reasons as to it seem sufficient
dispense with the notice required by subsection (2).

(5)      If an application for the cancellation of an alteration is made to the Court in accordance with this section by
—

                  (a)      the holders of not less in the aggregate than 5% in nominal value of the company’s issued
                           share capital or any class of that capital or, if the company is not limited by shares, not
                           less than 5% of the company’s members; or
                                                           51
                  (b)       the holders of not less than 5% in nominal value of the company’s debentures,

the alteration shall not have effect except so far as it is confirmed by the Court.

(6)       The application shall be made within 21 days after the date on which the resolution altering the company’s
objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more
of their number as they appoint in writing for the purpose.

(7)      On the application, the Court —

                  (a)       shall have regard to the rights and interests of the members of the company or of any
                            class of them as well as to the rights and interests of the creditors;

                  (b)       may if it thinks fit adjourn the proceedings in order that an arrangement may be made to
                            the satisfaction of the Court for the purchase (otherwise than by the company) of the
                            interests of dissentient members;

                  (c)       may give such directions and make such orders as it thinks expedient for facilitating or
                            carrying into effect any such arrangement; and

                  (d)       may make an order cancelling the alteration or confirming the alteration either wholly or
                            in part and on such terms and conditions as it thinks fit.

(8)      Notwithstanding any other provision of this Act, a copy of a resolution altering the objects of a company
shall not be lodged with the Registrar before the expiration of 21 days after the passing of the resolution or if any
application to the Court has been made before the application has been determined by the Court, whichever is the
later.

(9)      A copy of the resolution shall be lodged with the Registrar by the company within 14 days after the
expiration of the 21 days referred to in subsection (8), but if an application has been made to the Court in accordance
with this section the copy shall be lodged with the Registrar together with an office copy of the order of the Court
within 14 days after the application has been determined by the Court.

(10)     On compliance by a company with subsection (9) the alteration, if any, of the objects shall take effect.



       Alteration of memorandum by company to which section 14 of Residential Property Act applies.

34.       Notwithstanding anything in the memorandum of a company, a company to which section 14 of the
Residential Property Act applies may, by virtue of the operation of section 14 (3) of that Act, amend its
memorandum by special resolution to remove any of the provisions referred to in section 10 (1) of that Act except
that any amendment so made shall be valid and take effect only to the extent that it conforms with the provisions of
that Act.



                                                Articles of association.

35.(1) There may in the case of a company limited by shares and there shall in the case of a company limited by
guarantee or an unlimited company be registered with the memorandum, articles signed by the subscribers to the
memorandum prescribing regulations for the company.

(2)      Articles shall be —

                  (a)       printed;

                  (b)       divided into numbered paragraphs; and

                                                            52
                  (c)       signed by each subscriber to the memorandum in the presence of at least one witness (not
                            being another subscriber) who must attest the signature and add his address and
                            occupation.

(3)      In the case of an unlimited company the articles, if the company has a share capital, shall state the amount
of share capital with which the company proposes to be registered and the division thereof into shares of a fixed
amount.

(4)    In the case of an unlimited company or a company limited by guarantee the articles shall state the number
of members with which the company proposes to be registered.

(5)      Where a company to which subsection (4) applies increases the number of its members beyond the
registered number it shall, within one month after the increase was resolved on or took place, lodge with the
Registrar notice of the increase.

(6)      Every company which makes default in complying with subsection (5) and every officer of the company
who is in default in complying with that subsection shall be guilty of an offence and shall be liable on conviction to
a fine not exceeding $2,000 and also to a default penalty.



                                      Adoption of Table A in Fourth Schedule.

36.(1)   Articles may adopt all or any of the regulations contained in Table A.

(2)      In the case of a company limited by shares incorporated after 29th December 1967, if articles are not
registered, or if articles are registered then, in so far as the articles do not exclude or modify the regulations
contained in Table A, those regulations shall so far as applicable be the articles of the company in the same manner
and to the same extent as if they were contained in registered articles.



                                                 Alteration of articles.

37.(1) Subject to this Act and to any conditions in its memorandum, a company may by special resolution alter or
add to its articles.

(2)       Any alteration or addition so made in the articles shall, subject to this Act, on and from the date of the
special resolution or such later date as is specified in the resolution, be as valid as if originally contained therein and
be subject in like manner to alteration by special resolution.

(3)      Subject to this section, any company shall have the power and shall be deemed always to have had the
power to amend its articles by the adoption of all or any of the regulations contained in Table A, by reference only to
the regulations in that Table or to the numbers of particular regulations contained therein, without being required in
the special resolution affecting the amendment to set out the text of the regulations so adopted.



                        As to memorandum and articles of companies limited by guarantee.

38.(1) In the case of a company limited by guarantee every provision in the memorandum or articles or in any
resolution of the company purporting to give any person a right to participate in the divisible profits of the company,
otherwise than as a member, shall be void.

(2)      For the purposes of the provisions of this Act relating to the memorandum of a company limited by
guarantee and of this section, every provision in the memorandum or articles or in any resolution of a company
limited by guarantee purporting to divide the undertaking of the company into shares or interests shall be treated as a
provision for a share capital notwithstanding that the nominal amount or number of the shares or interests is not
specified thereby.
                                                         53
                                        Effect of memorandum and articles.

39.(1) Subject to this Act, the memorandum and articles shall when registered bind the company and the members
thereof to the same extent as if they respectively had been signed and sealed by each member and contained
covenants on the part of each member to observe all the provisions of the memorandum and of the articles.

(2)     All money payable by any member to the company under the memorandum or articles shall be a debt due
from him to the company.

As to effect of alterations on members who do not consent.

(3)      Notwithstanding anything in the memorandum or articles of a company, no member of the company, unless
either before or after the alteration is made he agrees in writing to be bound thereby, shall be bound by an alteration
made in the memorandum or articles after the date on which he became a member so far as the alteration requires
him to take or subscribe for more shares than the number held by him at the date on which the alteration is made or
in any way increases his liability as at that date to contribute to the share capital of or otherwise to pay money to the
company.



                                        Copies of memorandum and articles.

40.(1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the
articles, if any, subject to payment of $5 or such lesser sum as is fixed by the directors.

(2)       Where an alteration is made in the memorandum or articles of a company, a copy of the memorandum or
articles shall not be issued by the company after the date of alteration unless —

                    (a)     the copy is in accordance with the alteration; or

                    (b)     a printed copy of the order or resolution making the alteration is annexed to the copy of
                            the memorandum or articles and the particular clauses or articles affected are indicated in
                            ink.

(3)       Where an agreement required to be lodged with the Registrar under section 186 affects the memorandum or
articles of a company, a copy of the memorandum or articles shall not be issued by the company after the agreement
is entered into unless a copy of the agreement is annexed to the copy of the memorandum or articles.

(4)      If default is made in complying with this section the company and every officer of the company who is in
default shall be guilty of an offence.



                          Ratification by company of contracts made before incorporation.

41.(1) Any contract or other transaction purporting to be entered into by a company prior to its formation or by
any person on behalf of a company prior to its formation may be ratified by the company after its formation and
thereupon the company shall become bound by and entitled to the benefit thereof as if it had been in existence at the
date of the contract or other transaction and had been a party thereto.

(2)      Prior to ratification by the company the person or persons who purported to act in the name or on behalf of
the company shall in the absence of express agreement to the contrary be personally bound by the contract or other
transaction and entitled to the benefit thereof.

Form of contract.


                                                           54
(3)      Contracts on behalf of a corporation may be made as follows:

                  (a)        a contract which if made between private persons would by law be required to be in
                             writing under seal may be made on behalf of the corporation in writing under the
                             common seal of the corporation;

                  (b)        a contract which if made between private persons would by law be required to be in
                             writing signed by the parties to be charged therewith may be made on behalf of the
                             corporation in writing signed by any person acting under its authority, express or implied;

                  (c)        a contract which if made between private persons would by law be valid although made
                             by parol only (and not reduced into writing) may be made by parol on behalf of the
                             corporation by any person acting under its authority, express or implied,

and any contract so made shall be effectual in law and shall bind the corporation and its successors and all other
parties thereto and may be varied or discharged in the manner in which it is authorised to be made.

Authentication of documents.

(4)      A document or proceeding requiring authentication by a corporation may be signed by an authorised officer
of the corporation and need not be under its common seal.

Execution of deeds.

(5)       A corporation may by writing under its common seal empower any person, either generally or in respect of
any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or
attorney on behalf of the corporation and under his seal, or, subject to subsection (7), under the appropriate official
seal of the corporation shall bind the corporation and have the same effect as if it were under its common seal.

(6)      The authority of any such agent or attorney shall as between the corporation and any person dealing with
him continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is
therein mentioned then until notice of the revocation or determination of his authority has been given to the person
dealing with him.

Official seal for use abroad.

(7)      A corporation whose objects require or comprise the transaction of business outside Singapore may, if
authorised by its articles, have for use in any place outside Singapore an official seal, which shall be a facsimile of
the common seal of the corporation with the addition on its face of the name of the place where it is to be used and
the person affixing any such official seal shall, in writing under his hand, certify on the instrument to which it is
affixed the date on which and the place at which it is affixed.

Authority of agent of a corporation need not be under seal, unless seal required by law of foreign state.

(8)       The fact that a power of attorney or document of authorisation given to or in favour of the donee of the
power or agent of a corporation is not under seal shall not, if such power of attorney or document of authorisation is
valid as a power of attorney or document of authorisation in accordance with the laws of the country under which
such corporation is incorporated, affect for any purpose intended to be effected in Singapore the validity or effect of
any instrument under seal executed on behalf of that corporation by such donee of the power or agent, which shall
for all such purposes whatsoever be as valid as if such authority had been under seal.

Retrospective application.

(9)     Subsection (8) shall also apply to every instrument under seal executed before 15th May 1987 on behalf of
any corporation by a donee of a power or an agent of that corporation whose authority was not under seal.



             Prohibition of carrying on business with fewer than statutory minimum of members.
                                                      55
42.      If at any time the number of members of a company (other than a company the whole of the issued shares
of which are held by a holding company) is reduced below two and it carries on business for more than 6 months
while the number is so reduced, a person who is a member of the company during the time that it so carries on
business after those 6 months and is cognizant of the fact that it is carrying on business with fewer than two
members shall be liable for the payment of all the debts of the company contracted during the time that it so carries
on business after those 6 months and may be sued therefor, and if the company so carries on business after those 6
months, the company and such member shall be guilty of an offence and shall each be liable on conviction to a fine
not exceeding $2,000 and also to a default penalty.



 Company or foreign company with a charitable purpose which contravenes the Charities Act or regulations
                      made thereunder may be wound up or struck off the register.

42A.(1) This section shall apply to a company or a foreign company —

                  (a)      that is registered under the Charities Act; or

                  (b)      that has as its sole object or one of its principal objects a charitable purpose connected
                           with persons, events or objects outside Singapore.

(2)       A company or foreign company to which this section applies that is convicted of an offence under the
Charities Act or any regulations made thereunder shall be deemed to be a company or foreign company, as the case
may be, that is being used for purposes prejudicial to public welfare and may be liable, in the case of a company, to
be wound up by the Court under section 254 (1) (m) or, in the case of a foreign company, to have its name struck off
the register by the Registrar under section 377 (8).

(3)      In this section, “charitable purpose” means any charitable purpose or object or any other religious, public or
social purpose or object, whether or not charitable under the law of Singapore.



                             PART IV - SHARES, DEBENTURES AND CHARGES

                                             Division 1 — Prospectuses



             Requirement to issue form of application for shares or debentures with a prospectus.

43.(1) No person shall make an offer or invitation to the public in respect of shares in or debentures of, or units of
shares in or debentures of, a corporation unless —

                  (a)      a prospectus prepared in accordance with section 45 in respect of such shares or
                           debentures, or such units of shares or debentures, has been lodged with and registered by
                           the Registrar; and

                  (b)      such offer or invitation is made in or accompanied by a profile statement lodged with and
                           registered by the Registrar under section 45A, if not made in or accompanied by a
                           prospectus referred to in paragraph (a).

(2)      No person shall make an offer or invitation to the public in respect of shares in or debentures of, or units of
shares in or debentures of, a corporation which has not been formed or does not exist.

(2A)    Subsection (1) shall not apply to an offer made or invitation issued to the public in respect of shares or
debentures, or units of shares or debentures, that is exempted under Division 5A of this Part.

(3)      Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years.
                                                         56
            As to invitations to the public to lend money to or to deposit money with a corporation.

44.(1) An invitation to the public to deposit money with or lend money to a corporation shall not be issued,
circulated or distributed by the corporation or by any other person unless —

                  (a)      a prospectus in relation to the invitation has been registered by the Registrar;

                  (b)      the prospectus contains an undertaking by the corporation that it will, within two months
                           after the acceptance of any money as a deposit or loan from any person in response to the
                           invitation, issue to that person a document which acknowledges or evidences or
                           constitutes an acknowledgment of the indebtedness of the corporation in respect of that
                           deposit or loan; and

                  (c)      the document is described or referred to in the prospectus and in any other document
                           whether constituting or relating to the invitation in any of the following forms of debt
                           obligation, in accordance with this section:

                           (i)       unsecured loan stock, unsecured note, unsecured deposit note, unsecured
                                     debenture or certificate of unsecured debenture stock, bonds (including bearer
                                     and Eurobonds) short or medium term notes (including Euronotes) or
                                     convertible loan stock;

                           (ii)      mortgage bonds, mortgage debenture or certificate of mortgage debenture stock;

                           (iii)     a secured debenture or certificate of debenture stock; or

                           (iv)      such other form as the Registrar may approve as having effect for the purposes
                                     of this section but subject to such conditions as he may impose,

in accordance with this section.

(2)      Where pursuant to an invitation referred to in subsection (1) a corporation has accepted from any person
any money as a deposit or loan the corporation shall within two months after the acceptance of the money issue to
that person a document which —

                  (a)      acknowledges or evidences or constitutes an acknowledgment of the indebtedness of the
                           corporation in respect of that deposit or loan; and

                  (b)      complies with the other requirements of this section.

(3)       The document shall be described or referred to in the prospectus and in any other document whether
constituting or relating to the invitation and in the document itself in the form described in subsection (1) (c) (i) or
approved under subsection (1) (c) (iv) unless pursuant to subsection (4) or (5) it is and may be otherwise described.

(4)     The document may be described or referred to in the prospectus or in such other document or in the
document itself in the form described in subsection (1) (c) (ii) if, and only if, there is included in the prospectus the
statements and the valuation referred to in paragraph 32 of the Fifth Schedule.

(5)    The document may be described or referred to in the prospectus or in such other document or in the
document itself in the form described in subsection (1) (c) (iii) if, and only if —

                  (a)      pursuant to subsection (4) it may be (but is not) described or referred to in that prospectus
                           or document as in the form described in subsection (1) (c) (ii); or

                  (b)      there is included in the prospectus the statement and the summary referred to in
                           paragraph 33 of the Fifth Schedule.

                                                           57
(6)      Nothing in this section shall apply to a prescribed corporation and nothing in this Act shall require a
prospectus to be issued in connection with any invitation to the public to deposit money with or lend money to a
prescribed corporation.

(7)      In subsection (6), “prescribed corporation” means —

                  (a)      a banking corporation; or

                  (b)      a corporation or a corporation of a class which has been declared by the Minister by
                           notification in the Gazette to be a prescribed corporation for the purposes of this section.

(8)      The Minister may, by notification in the Gazette —

                  (a)      specify terms and conditions subject to which subsection (6) shall have effect in relation
                           to a corporation specified in subsection (7) (b); or

                  (b)      vary or revoke any declaration or specification made under this section.

(9)      Every corporation or other person that contravenes or fails to comply with any of the provisions of this
section and every officer of a corporation who is in default shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years.

(10)     (Deleted)

(11)      For the purposes of this section, a certificate issued by a borrowing corporation certifying, in respect of any
deposit with or a loan to the corporation, that the registered holder (or in the case of a bearer instrument, the bearer)
of a specified number or value of the debt obligations described or approved under subsection (1) (c), issued by the
corporation upon or subject to the terms and conditions contained in a trust deed referred to or identified in the
certificate, shall be deemed to be a document evidencing the indebtedness of that corporation in respect of that
deposit or loan.



                                              Contents of prospectuses

45.(1) A prospectus for an offer or invitation to the public in respect of shares in or debentures of, or units of
shares in or debentures of, a corporation shall contain —

                  (a)      all the information that investors and their professional advisers would reasonably require
                           to make an informed assessment of the matters specified in subsection (3); and

                  (b)      the matters specified in the Fifth Schedule.

(2)      The prospectus shall, with respect to subsection (1) (a), contain such information —

                  (a)      only to the extent to which it is reasonable for investors and their professional advisers to
                           expect to find in the prospectus; and

                  (b)      only to the extent that a person whose knowledge is relevant —

                           (i)       actually knows the information; or

                           (ii)      in the circumstances ought reasonably to have obtained the information by
                                     making enquiries.

(3)      The matters referred to in subsection (1) (a) shall relate to —



                                                           58
                 (a)      the rights and liabilities attaching to the shares or debentures, or units of shares or
                          debentures;

                 (b)      the assets and liabilities, profits and losses, financial position and performance, and
                          prospects of the corporation that is to issue or has issued the shares or debentures, or units
                          of shares or debentures;

                 (c)      in the case of options over shares or debentures, the capacity of the person making the
                          offer or invitation to issue or deliver the relevant shares or debentures; and

                 (d)      if the person making the offer or invitation is one who controls the corporation whose
                          shares or debentures underlie the offer or invitation, the assets and liabilities, profits and
                          losses, financial position and performance, and prospects of the corporation.

(4)     In deciding what information shall be included under subsection (1) (a), regard shall be had to —

                 (a)      the nature of the shares or debentures, or units of shares or debentures, and the nature of
                          the corporation concerned;

                 (b)      the matters that likely investors may reasonably be expected to know; and

                 (c)      the fact that certain matters may reasonably be expected to be known to the professional
                          advisers of such investors.

(5)      For the purposes of subsection (2), a person’s knowledge is relevant only if he is one of the following
persons:

                 (a)      the person making the offer or invitation in respect of the shares or debentures, or units of
                          shares or debentures;

                 (b)      if the person making the offer or invitation in respect of the shares or debentures, or units
                          of shares or debentures, is a corporation, a director of the corporation;

                 (c)      a proposed director of the corporation whose shares or debentures, or units of shares or
                          debentures, will be issued under the offer or invitation;

                 (d)      a person named in the prospectus as an underwriter of the issue or sale;

                 (e)      a person named in the prospectus as a stockbroker to the issue or sale if he participates in
                          any way in the preparation of the prospectus;

                 (f)      a person named in the prospectus with his consent as having made a statement —

                          (i)       that is included in the prospectus; or

                          (ii)      on which a statement made in the prospectus is based;

                 (g)      a person named in the prospectus with his consent as having performed a particular
                          professional or advisory function.

(6)      A condition requiring or binding an applicant for shares in or debentures of, or units of shares in or
debentures of, a corporation to waive compliance with any requirement of this section, or purporting to affect him
with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.

(7)     This section shall not affect any liability that a person has under any other law.

(8)     The Minister may, by notification in the Gazette, add to, vary or amend the Fifth Schedule.


                                                          59
                                                    Profile statement

45A.(1) Subject to this section, nothing in this Act shall be construed as preventing any person from issuing,
circulating or distributing an extract from, or an abridged version of, the prospectus (referred to in this section as the
profile statement) if —

                  (a)       a copy of the profile statement and the prospectus have been lodged with and registered
                            by the Registrar; and

                  (b)       sufficient copies of the prospectus are made available free of charge for collection at the
                            times and places specified in the profile statement.

(2)      The directors of the corporation concerned shall ensure that the profile statement shall contain at least —

                  (a)       the following particulars:

                            (i)      identification of the corporation and the nature of the shares or debentures, or
                                     units of shares or debentures, to which the prospectus relates;

                            (ii)     the nature of the risks involved in investing in the shares or debentures, or units
                                     of shares or debentures; and

                            (iii)    details of all amounts payable in respect of the shares or debentures, or units of
                                     shares or debentures (including any amount by way of fee, commission or
                                     charge);

                  (b)       a statement that copies of the prospectus are available free of charge for collection at the
                            times and places specified in the profile statement; and

                  (c)       a statement that the directors are satisfied that the profile statement contains a fair
                            summary of the key information set out in the prospectus.

(3)      A profile statement shall not contain —

                  (a)       any statement or matter that is false or misleading in the form and context in which it is
                            included;

                  (b)       any material information that is not contained in the prospectus; and

                  (c)       any material information that differs in any material particular from that set out in the
                            prospectus.

(4)      The Registrar may refuse to register a copy of any profile statement if —

                  (a)       it is not in compliance with subsection (2) or (3);

                  (b)       the copy, signed by every director and by every person who is named therein as a
                            proposed director of the corporation or by his agent authorised in writing, is not lodged
                            with the Registrar on or before the date of its issue;

                  (c)       the prospectus has not been registered or is not to be registered at the same time; or

                  (d)       it appears to the Registrar that it is not in the public interest to do so.

(5)       Sections 50 (2A), (2B) and (2C) and 54 shall apply in relation to a profile statement as they apply in
relation to a prospectus.

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(6)       If a profile statement is issued, circulated or distributed without a copy thereof having been registered by
the Registrar, the corporation and every person who is knowingly a party to the issue, circulation or distribution of
the profile statement shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.



            Exemption from requirements as to form or content of prospectus or profile statement

46.(1) A person may apply to the Registrar in writing for an order of exemption from any requirement of this Act
relating to the form or content of a prospectus or a profile statement, and the Registrar may make such an order
either unconditionally or subject to such conditions as he may think fit to impose.

(2)      The Registrar shall not make an order under subsection (1) unless he is of the opinion that compliance with
the requirements in respect of which exemption has been applied for would be unduly burdensome.

(3)       The Registrar may, by order published in the Gazette, exempt any class or description of prospectuses or
profile statements from such requirement of this Act relating to the form or content of a prospectus or a profile
statement, as the case may be, as may be specified in the order.

(4)      An exemption referred to in subsection (3) may be subject to such conditions as may be specified in the
order.

(5)      Any person who contravenes or fails to comply with any of the conditions specified in the order made
under subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$50,000.

(6)      A prospectus or a profile statement shall be deemed to be in compliance with all the requirements of this
Act relating to the form and content of a prospectus or a profile statement, as the case may be, if it is issued in
compliance with an order made under subsection (1) or (3).



                                Abridged prospectus for renounceable rights issues.

47.(1) Any offer or invitation with respect to shares or debentures, or units of shares or debentures, of a company
shall be deemed to be an offer to the public if it is an offer or invitation by means of a rights issue which is
renounceable in favour of persons other than existing members or debenture holders of that company and an
application has been or will be made for permission to deal with or quote such shares or debentures, or units of such
shares or debentures, on any stock exchange.

(2)      Where subsection (1) applies to any offer or invitation with respect to shares or debentures, or units of
shares or debentures, of a company, an abridged prospectus shall be registered containing the particulars set out in
Part V of the Fifth Schedule.

(3)      Any abridged prospectus registered pursuant to subsection (2) shall be deemed to be a prospectus for the
purposes of this Act and all written law and rules of law as to contents of prospectuses (to the extent that may be
applicable) and as to liability in respect of statements in and omissions from prospectuses or otherwise relating to
prospectuses shall apply to an abridged prospectus and have effect accordingly.

(4)      Nothing in this section shall be construed as preventing a full prospectus being registered containing the
particulars set out in the Fifth Schedule (other than Part V thereof) in respect of an offer or invitation referred to in
subsection (1).



                                         Restrictions on advertisements, etc.

48.(1)   A person shall not —

                                                           61
                  (a)       advertise; or

                  (b)       publish a statement that directly or indirectly refers to,

an offer or intended offer of shares or debentures, or units of shares or debentures, to the public for subscription or
purchase that would need a prospectus or a profile statement.

(2)      If an offer or intended offer of shares or debentures, or units of shares or debentures, to the public for
subscription or purchase needs a prospectus or a profile statement, a person shall not —

                  (a)       advertise the offer or intended offer; or

                  (b)       publish a statement that —

                            (i)      directly or indirectly refers to the offer or intended offer; or

                            (ii)     is reasonably likely to induce people to subscribe or purchase the shares or
                                     debentures, or units of shares or debentures,

unless the advertisement or publication is authorised by subsection (4), (5), (7) or (8).

(3)      In deciding whether a statement —

                  (a)       indirectly refers to an offer or intended offer of shares or debentures, or units of shares or
                            debentures; or

                  (b)       is reasonably likely to induce people to apply for or purchase the shares or debentures, or
                            units of shares or debentures,

regard shall be had to whether the statement —

                            (i)      forms part of the normal advertising of a corporation’s products or services and
                                     is genuinely directed at maintaining its existing customers, or attracting new
                                     customers, for those products or services;

                            (ii)     communicates information that materially deals with the affairs of the
                                     corporation; and

                            (iii)    is likely to encourage investment decisions being made on the basis of the
                                     statement rather than on the basis of information contained in a prospectus or a
                                     profile statement.

(4)      For the avoidance of doubt, a person may disseminate a prospectus or a profile statement that has been
registered by the Registrar without contravening subsection (1).

(5)      Before a prospectus or a profile statement is registered by the Registrar, an advertisement or publication
does not contravene subsection (1) if it contains the following but nothing more:

                  (a)       a statement that identifies the offeror and the shares or debentures, or units of shares or
                            debentures;

                  (b)       a statement that a prospectus or a profile statement for the offer will be made available
                            when the shares or debentures, or units of shares or debentures, are offered;

                  (c)       a statement that anyone who wants to acquire the shares or debentures, or units of shares
                            or debentures, will need to make an application in the manner set out in the prospectus or
                            the profile statement; and


                                                            62
                  (d)      a statement on how to arrange to receive a copy of the prospectus or the profile statement.

(6)     To satisfy subsection (5), the advertisement or publication shall include all of the statements referred to in
paragraphs (a), (b) and (c) of that subsection, and may include the statement referred to in paragraph (d).

(7)      After the prospectus or the profile statement is registered by the Registrar, an advertisement or publication
does not contravene subsection (1) if it includes a statement to the effect that —

                  (a)      the offer of the shares or debentures, or units of shares or debentures, will be made in, or
                           accompanied by, a copy of the prospectus or the profile statement; and

                  (b)      anyone wishing to acquire the shares or debentures, or units of shares or debentures, will
                           need to make an application in the manner set out in the prospectus or the profile
                           statement.

(8)      An advertisement or publication does not contravene subsection (1) if it —

                  (a)      consists of a notice or report by the corporation or one of its officers about its affairs to a
                           stock exchange;

                  (b)      consists solely of a notice or report by the corporation or one of its officers of a general
                           meeting;

                  (c)      consists solely of a report about the corporation that is published by the corporation or
                           one of its officers and —

                           (i)      does not contain information that materially affects affairs of the corporation
                                    other than information previously made available in a prospectus that has been
                                    registered by the Registrar, an annual report or a report referred to in paragraph
                                    (a) or (b); and

                           (ii)     does not refer (whether directly or indirectly) to the offer;

                  (d)      is a news report or a genuine comment, in a newspaper, periodical or magazine or on
                           radio or television, or any other means of broadcasting or communication, relating to —

                           (i)      a prospectus or a profile statement that has been registered by the Registrar or
                                    information contained in such a prospectus or a profile statement; or

                           (ii)     a notice or report covered by paragraph (a), (b) or (c);

                  (e)      is a report about the shares in or debentures of, or units of the shares in or debentures of,
                           the corporation published by someone who is not —

                           (i)      the corporation;

                           (ii)     acting at the instigation of, or by arrangement with, the corporation;

                           (iii)    a director of the corporation; or

                           (iv)     a person who has an interest in the success of the issue or sale of the shares or
                                    debentures, or units of shares or debentures; or

                  (f)      is published in the ordinary course of a business of —

                           (i)      publishing a newspaper, periodical or magazine; or



                                                          63
                          (ii)      broadcasting by radio, television or any other means of broadcasting or
                                    communication,

                          and the person who published the advertisement or statement did not know and had no
                          reason to suspect that its publication would amount to a contravention of subsection (1).

(9)      Subsection (8) (d) and (e) shall not apply if any person gives consideration or any other benefit for the
publication of the report or comment, as the case may be.

(10)     Any person who contravenes or fails to comply with subsection (1), and every officer of the corporation
concerned, or other person, who knowingly authorised or permitted the publication or dissemination, shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 12 months.

(11)    This section shall not affect any liability that a person has under any other law.

(12)      The Minister may, by order published in the Gazette, exempt any person or class of persons from this
section, subject to such conditions as may be specified in the order.

(13)    For the purposes of this section, “offer” or “intended offer” of shares or debentures, or units of shares or
debentures, includes an invitation to the public in respect thereof.



                            As to retention of over-subscriptions in debenture issues.

49.(1) A corporation shall not accept or retain subscriptions to a debenture issue in excess of the amount of the
issue as disclosed in the prospectus unless the corporation has specified in the prospectus —

                 (a)      that it expressly reserves the right to accept or retain over-subscriptions; and

                 (b)      a limit expressed as a specific sum of money on the amount of over-subscriptions that
                          may be accepted or retained being an amount not more than 25% in excess of the amount
                          of the issue as disclosed in the prospectus.

As to statement of asset-backing.

(2)     Subject to the provisions of the Fifth Schedule, where a corporation specifies in a prospectus relating to a
debenture issue that it reserves the right to accept or retain over-subscriptions —

                 (a)      the corporation shall not make, authorise or permit any statement of or reference as to the
                          asset-backing for the issue to be made or contained in any prospectus relating to the issue,
                          other than a statement or reference to the total tangible assets and the total liabilities of
                          the corporation and of its guarantor corporations; and

                 (b)      the prospectus shall contain a statement or reference as to what the total assets and total
                          liabilities of the corporation would be if over-subscriptions to the limit specified in the
                          prospectus were accepted or retained.

(3)      Every corporation or other person that contravenes or fails to comply with any of the provisions of
subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years.



                                            Registration of prospectus.



                                                          64
50.(1) A prospectus shall not be issued, circulated or distributed by any person unless a copy thereof has first been
registered by the Registrar.

(2)      The Registrar shall refuse to register a copy of any prospectus if —

                   (a)      it contains any statement or matter which, in his opinion, is misleading in the form and
                            context in which it is included;

                   (b)      the copy signed by every director and by every person who is named therein as a
                            proposed director of the corporation or by his agent authorised in writing, is not lodged
                            with the Registrar on or before the date of its issue;

                   (c)      the prospectus does not appear to comply with the requirements of this Act;

                   (d)      there are not also lodged with the Registrar copies verified as prescribed of any consent
                            required by section 54 to the issue of the prospectus; or

                   (e)      it appears to him that it is not in the public interest to do so.

(2A)     The Registrar shall not refuse to register a copy of the prospectus under subsection (2) without giving the
person or company who or which filed the prospectus an opportunity of being heard.

(2B)     Any person who is aggrieved by the refusal of the Registrar to register a copy of the prospectus may within
28 days of his refusal appeal to the Minister whose decision shall be final and shall be given effect to by the
Registrar.

(2C)     No suit or other legal proceeding shall lie against the Registrar or any officer or employee of the Registry
for any act done in good faith in the performance or intended performance of his duty or in the exercise or the
intended exercise of any power under this section or any other section under this Act or regulations made thereunder
or for any neglect or default in the performance or exercise in good faith of such duty or power.

(3)       If a prospectus is issued without a copy thereof having been so registered, the corporation and every person
who is knowingly a party to the issue of the prospectus shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $50,000.

Copy of contracts, etc., to be kept for inspection at registered office.

(4)       Every corporation shall cause a true copy of every document referred to in subsection (2) (d) to be
deposited within 7 days after registration of the prospectus at the registered office of the corporation in Singapore
and, if it has no registered office in Singapore, at the address in Singapore specified in the prospectus for that
purpose and shall keep each such copy, for a period of at least 6 months after the registration of the prospectus, for
the inspection of the members and creditors of the corporation without fee.



                           Lodging supplementary document or replacement document

50A.(1) If the person making an offer or invitation to the public in respect of shares in or debentures of, or units of
shares in or debentures of, a corporation becomes aware of —

                   (a)      a false or misleading statement in the prospectus or the profile statement;

                   (b)      an omission, from the prospectus or the profile statement, of information required by
                            section 45 or 45A, as the case may be; or

                   (c)      a new circumstance that —



                                                             65
                           (i)      has arisen since the prospectus or the profile statement was registered by the
                                    Registrar; and

                           (ii)     would have been required by section 45 or the Fifth Schedule to be included in
                                    the prospectus, or by section 45A to be included in the profile statement, if it
                                    had arisen before the prospectus or the profile statement was registered,

that is materially adverse from the point of view of an investor, the person may lodge a supplementary or
replacement prospectus or a supplementary or replacement profile statement (referred to in this section as a
supplementary or replacement document, as the case may be) with the Registrar.

(2)      At the beginning of a supplementary document, there shall be —

                  (a)      a statement that it is a supplementary prospectus or a supplementary profile statement, as
                           the case may be;

                  (b)      an identification of the prospectus or the profile statement it supplements;

                  (c)      an identification of any previous supplementary document lodged with the Registrar in
                           relation to the offer or invitation; and

                  (d)      a statement that it is to be read together with the prospectus or the profile statement it
                           supplements and any previous supplementary document.

(3)      At the beginning of a replacement document, there shall be —

                  (a)      a statement that it is a replacement prospectus or a replacement profile statement, as the
                           case may be; and

                  (b)      an identification of the prospectus or the profile statement it replaces.

(4)     The supplementary document and the replacement document must be dated with the date on which they are
lodged with the Registrar.

(5)      The person who lodges a supplementary document or the corporation concerned shall take reasonable steps
to inform investors of such lodgment and make available the supplementary document free of charge to them,
whereupon, for the purposes of the application of this Part to events that occur after the lodgment of the
supplementary document —

                  (a)      where the supplementary document is a supplementary prospectus, the prospectus shall
                           be taken to be the prospectus together with the supplementary prospectus; and

                  (b)      where the supplementary document is a supplementary profile statement, the profile
                           statement shall be taken to be the profile statement together with the supplementary
                           profile statement.

(6)     The person who lodges a replacement document or the corporation concerned shall take reasonable steps to
inform investors of such lodgment and make available the replacement document free of charge to them,
whereupon, for the purposes of the application of this Part to events that occur after the lodgment of the replacement
document —

                  (a)      where the replacement document is a replacement prospectus, the prospectus shall be
                           taken to be the prospectus together with the replacement prospectus; and

                  (b)      where the replacement document is a replacement profile statement, the profile statement
                           shall be taken to be the profile statement together with the replacement profile statement.



                                                          66
   Exemption for certain governmental and international corporations as regards the signing of a copy of
                                       prospectus by all directors.

51.(1)   This section shall apply only to corporations that are both of a governmental and international character.

(2)       A corporation to which this section applies may apply in writing to the Registrar for an exemption from the
requirements of section 50 (2) (b) and the Registrar may, if he considers those requirements unduly burdensome on
the corporation, exempt such corporation from complying therewith subject to the Registrar requiring such
minimum number of directors who are resident in Singapore signing the copy of the prospectus as the Registrar, in
any particular case, may decide and, in the event that no directors are resident in Singapore, the Registrar may
permit a duly authorised agent to sign the prospectus so long as such authorisation is supported by a resolution of the
board of the corporation though the Registrar, if he is satisfied that a particular corporation cannot comply with any
of these requirements, may grant the exemption applied for.

(3)     Any prospectus that complies with the terms of exemption granted by the Registrar shall be deemed to be a
prospectus for the purposes of this Act and a copy of such prospectus shall be registered by the Registrar.



                        Document containing offer of shares for sale deemed prospectus.

52.(1) Where a corporation allots or agrees to allot to any person any shares in or debentures of, or units of shares
in or debentures of, the corporation with a view to all or any of them being offered for sale to the public, any
document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued
by the corporation, and all written laws and rules of law as to the contents of prospectuses and to liability in respect
of statements and non-disclosures in prospectuses, or otherwise relating to prospectuses, shall apply and have effect
accordingly as if the shares or debentures, or units of shares or debentures, had been offered to the public and as if
persons accepting the offer in respect of any shares or debentures, or units of any shares or debentures, were
subscribers therefor but without prejudice to the liability, if any, of the persons by whom the offer is made, in
respect of statements or non-disclosures in the document or otherwise.

(2)     For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an
agreement to allot, shares or debentures, or units of shares or debentures, was made with a view to the shares or
debentures, or units of shares or debentures, being offered for sale to the public if it is shown —

                  (a)      that an offer of the shares or debentures, or units of shares or debentures, or of any of
                           them for sale to the public was made within 6 months after the allotment or agreement to
                           allot; or

                  (b)      that at the date when the offer was made the whole consideration to be received by the
                           corporation in respect of the shares or debentures, or units of shares or debentures, had
                           not been so received.

(3)       The requirements of this Division as to prospectuses shall have effect as though the persons making an
offer to which this section relates were persons named in a prospectus as directors of a corporation.

(4)     In addition to complying with the other requirements of this Division the document making the offer shall
state —

                  (a)      the net amount of the consideration received or to be received by the corporation in
                           respect of shares or debentures, or units of shares or debentures, to which the offer
                           relates; and

                  (b)      the place and time at which a copy of the contract under which the shares or debentures,
                           or units of shares or debentures, have been or are to be allotted may be inspected.

(5)    Where an offer to which this section relates is made by a corporation or a firm, it shall be sufficient if the
document referred to in subsection (1) is signed on behalf of the corporation or firm by two directors of the

                                                          67
corporation or not less than half of the members of the firm, as the case may be, and any such director or member
may sign by his agent authorised in writing.



      Allotment of shares and debentures where prospectus indicates application to list on stock exchange.

53.(1) Where a prospectus states or implies that application has been or will be made for permission for the shares
or debentures, or units of shares or debentures, offered thereby to be listed for quotation on the official list of any
stock exchange, any allotment made on an application in pursuance of the prospectus shall, subject to subsection (3),
whenever made, be void if —

                  (a)       the permission is not applied for in the form for the time being required by the stock
                            exchange before the third day on which the stock exchange is open after the date of issue
                            of the prospectus; or

                  (b)       the permission is not granted before the expiration of 6 weeks from the date of the issue
                            of the prospectus or such longer period not exceeding 12 weeks from the date of the issue
                            as is, within those 6 weeks, notified to the applicant by or on behalf of the stock
                            exchange.

(2)      Where the permission has not been applied for, or has not been granted as aforesaid, the corporation shall,
subject to subsection (3), forthwith repay without interest all money received from applicants in pursuance of the
prospectus, and if any such money is not repaid within 14 days after the corporation so becomes liable to repay it
then in addition to the liability of the corporation the directors of the corporation shall be jointly and severally liable
to repay that money with interest at the rate of 10% per annum from the expiration of such 14 days.

(3)      Where in relation to any shares or debentures, or units of any shares or debentures —

                  (a)       permission is not applied for as specified in subsection (1) (a); or

                  (b)       permission is not granted as specified in subsection (1) (b),

the Minister may by notification in the Gazette on the application of the corporation, made before any share or
debenture , or unit of any share or debenture, is purported to be allotted, exempt the allotment of the shares or
debentures from the provisions of this section.

(4)    A director shall not be liable under subsection (2) if he proves that the default in the repayment of the
money was not due to any misconduct or negligence on his part.

(5)     Any condition requiring or binding any applicant for shares or debentures to waive compliance with any
requirement of this section or purporting to do so shall be void.

(6)      Without limiting the application of any of its provisions, this section shall have effect —

                  (a)       in relation to any shares or debentures, or units of any shares or debentures, agreed to be
                            taken by a person underwriting an offer thereof contained in a prospectus as if he had
                            applied therefor in pursuance of the prospectus; and

                  (b)       in relation to a prospectus offering shares or units of shares for sale as if —

                            (i)      a reference to sale were substituted for a reference to allotment;

                            (ii)     the persons by whom the offer is made, and not the corporation were liable
                                     under subsection (2) to repay money received from applicants, and references to
                                     the corporation’s liability under that subsection were construed accordingly; and

                            (iii)    for the reference in subsection (7) to the corporation and every officer of the
                                     corporation who is in default there were substituted a reference to any person by
                                                          68
                                     or through whom the offer is made and who knowingly and wilfully authorises
                                     or permits the default.

(7)      All money received as aforesaid shall be kept in a separate bank account so long as the corporation may
become liable to repay it under subsection (2); and if default is made in complying with this subsection, the
corporation and every officer of the corporation who is in default shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding one year.

(8)       Where the stock exchange has within the time specified in subsection (1) (b) granted permission subject to
compliance with any requirements specified by the stock exchange, permission will be deemed to have been granted
by the stock exchange if the directors have given to the stock exchange an undertaking in writing to comply with the
requirements of the stock exchange, but if any such undertaking is not complied with each director who is in default
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a
term not exceeding one year.

(9)      A person shall not issue a prospectus inviting persons to subscribe for shares in or debentures of a
corporation if it includes —

                  (a)       an untrue statement that permission has been granted for those shares or debentures to be
                            dealt in or quoted on any stock exchange; or

                  (b)       any statement in any way referring to any such permission or to any application or
                            intended application for any such permission, or to dealing in or quoting the shares or
                            debentures on any stock exchange, or to any requirements of a stock exchange unless that
                            statement is or is to the effect that permission has been granted or that application has
                            been or will be made to the stock exchange within 3 days of the issue of the prospectus or
                            the statement has been approved by the Registrar for inclusion in the prospectus.

(10)     Any person who contravenes or fails to comply with any of the provisions of subsection (9) shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not
exceeding one year.

(11)      Where a prospectus contains a statement to the effect that the memorandum and articles of the corporation
comply or have been drawn so as to comply with the requirements of any stock exchange, the prospectus shall,
unless the contrary intention appears from the prospectus, be deemed for the purposes of this section to imply that
application has been, or will be, made for permission for the shares or debentures offered by the prospectus to be
listed for quotation on the official list of the stock exchange.



                        Expert’s consent to issue of prospectus containing statement by him.

54.(1) A prospectus inviting subscription for or purchase of shares in or debentures of, or units of shares in or
debentures of, a corporation and including a statement purporting to be made by an expert or to be based on a
statement made by an expert shall not be issued unless —

                  (a)       he has given, and has not before delivery of a copy of the prospectus for registration
                            withdrawn, his written consent to the issue thereof with the statement included in the
                            form and context in which it is included; and

                  (b)       there appears in the prospectus a statement that he has given and has not withdrawn his
                            consent.

(2)     If any prospectus is issued in contravention of this section the corporation and every person who is
knowingly a party to the issue thereof shall be guilty of an offence and shall be liable on conviction to a fine not
exceeding $5,000 or to imprisonment for a term not exceeding one year.



                                                          69
                         Civil liability for false or misleading statements and omissions

55.(1) Where an offer or invitation in respect of shares or debentures, or units of shares or debentures, is made
under a prospectus or a profile statement and —

                  (a)      a false or misleading statement is contained in —

                           (i)      the prospectus or the profile statement; or

                           (ii)     any application form that is in or accompanies the prospectus or the profile
                                    statement;

                  (b)      there is an omission to state any information required to be disclosed under section 45 in
                           respect of the prospectus, or under section 45A in respect of the profile statement; or

                  (c)      there is an omission to state a new circumstance that —

                           (i)      has arisen since the prospectus or the profile statement was registered by the
                                    Registrar; and

                           (ii)     would have been required by section 45 to be included in the prospectus, or by
                                    section 45A to be included in the profile statement, if it had arisen before the
                                    prospectus or the profile statement was registered,

the persons referred to in subsection (3) shall be liable to compensate any person who suffers loss or damage as a
result of the false or misleading statement in or omission from the prospectus or the profile statement, even if such
persons were not involved in the making of the false or misleading statement or the omission.

(2)      For the purposes of subsection (1), a false or misleading statement about a future matter (including the
doing of, or the refusal to do, an act) is taken to have been made if a person makes the statement without having
reasonable grounds for making the statement.

(3)      The persons liable are —

                  (a)      the person making the offer or invitation to the public;

                  (b)      if the offer or invitation is made by a corporation, each director of the corporation;

                  (c)      a person named in the prospectus or the profile statement with his consent as a proposed
                           director of the corporation;

                  (d)      an underwriter (but not a sub-underwriter) to the issue or sale of the shares or debentures,
                           or units of shares or debentures, named in the prospectus or the profile statement with his
                           consent;

                  (e)      a person named in the prospectus or the profile statement with his consent as having
                           made a statement —

                           (i)      that is included in the prospectus or the profile statement; or

                           (ii)     on which a statement made in the prospectus or the profile statement is based,

                           but only in respect of the inclusion of that statement; and

                  (f)      a person who made the false or misleading statement, or omitted to state the information
                           or circumstance, as the case may be.



                                                          70
(4)       A person who acquires shares or debentures, or units of shares or debentures, as a result of an offer or
invitation that was made in or accompanied by a profile statement is taken to have acquired the shares or debentures,
or units of shares or debentures, in reliance on both the profile statement and the prospectus for the offer.

(5)      An action under subsection (1) may begin at any time within 6 years after the day on which the cause of
action arose.

(6)      This section shall not affect any liability that a person has under any other law.



             Persons liable to inform person making offer or invitation about certain deficiencies

55A.(1) A person referred to in section 55 (3) shall notify in writing the person making an offer or invitation in
respect of shares or debentures, or units of shares or debentures, as soon as practicable, if he becomes aware during
the application period that —

                  (a)      a material statement in the prospectus or the profile statement is false or misleading;

                  (b)      there is a material omission from the prospectus of material required by section 45, or
                           from the profile statement of material required by section 45A; or

                  (c)      a material new circumstance —

                           (i)       has arisen since the prospectus or the profile statement was registered by the
                                     Registrar; and

                           (ii)      would have been required by section 45 to be included in the prospectus, or by
                                     section 45A to be included in the profile statement, as the case may be, if it had
                                     arisen before the prospectus or the profile statement was registered.

(2)      Any person who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $50,000.



                                                       Defences

55B.(1) A person is not liable under section 55 (1) only because of a false or misleading statement in a prospectus
or a profile statement if the person proves that he —

                  (a)      made all inquiries (if any) that were reasonable in the circumstances; and

                  (b)      after doing so, believed on reasonable grounds that the statement was not false or
                           misleading.

(2)     A person is not liable under section 55 (1) only because of an omission from a prospectus or a profile
statement in relation to a particular matter if the person proves that he —

                  (a)      made all inquiries (if any) that were reasonable in the circumstances; and

                  (b)      after doing so, believed on reasonable grounds that there was no omission from the
                           prospectus or the profile statement in relation to that matter.

(3)      A person is not liable under section 55 (1) only because of a false or misleading statement in, or an
omission from, a prospectus or a profile statement if the person proves that he placed reasonable reliance on
information given to him by —


                                                           71
                  (a)      if the person is a corporation, someone other than a director, an employee or agent of the
                           corporation; or

                  (b)      if the person is an individual, someone other than an employee or agent of the individual.

(4)     For the purposes of subsection (3), a person is not the agent of a corporation or an individual merely
because he performs a particular professional or advisory function for the corporation or individual.

(5)      A person who is named in a prospectus or a profile statement as —

                  (a)      being a proposed director or underwriter;

                  (b)      making a statement included in the prospectus or the profile statement; or

                  (c)      making a statement on the basis of which a statement is included in the prospectus or the
                           profile statement,

is not liable under section 55 (1) only because of a false or misleading statement in, or an omission from, the
prospectus or the profile statement if the person proves that he publicly withdrew his consent to being named in the
prospectus or the profile statement in that way.

(6)     A person is not liable under section 55 (1) only because of a new circumstance that has arisen since the
prospectus or the profile statement was registered if the person proves that he was not aware of the matter.



                        Criminal liability for false or misleading statements and omissions

56.(1) Where an offer or invitation in respect of shares or debentures, or units of shares or debentures, is made
under a prospectus or a profile statement and —

                  (a)      a false or misleading statement is contained in —

                           (i)      the prospectus or the profile statement; or

                           (ii)     any application form that is in or accompanies the prospectus or the profile
                                    statement;

                  (b)      there is an omission to state any information required to be disclosed under section 45 in
                           respect of the prospectus, or under section 45A in respect of the profile statement; or

                  (c)      there is an omission to state a new circumstance that —

                           (i)      has arisen since the prospectus or the profile statement was registered by the
                                    Registrar; and

                           (ii)     would have been required by section 45 to be included in the prospectus, or by
                                    section 45A to be included in the profile statement, if it had arisen before the
                                    prospectus or the profile statement was registered,

the persons referred to in subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not
exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

(2)      The persons guilty of the offence are —

                  (a)      the person making the offer or invitation to the public;

                  (b)      if the offer or invitation is made by a corporation, each director of the corporation;

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                 (c)       a person named in the prospectus or the profile statement with his consent as a proposed
                           director of the corporation;

                 (d)       an underwriter (but not a sub-underwriter) to the issue or sale of the shares or debentures,
                           or units of shares or debentures, named in the prospectus or the profile statement with his
                           consent;

                 (e)       a person named in the prospectus or the profile statement with his consent as having
                           made a statement —

                           (i)      that is included in the prospectus or the profile statement; or

                           (ii)     on which a statement made in the prospectus or the profile statement is based,

                           but only in respect of the inclusion of that statement; and

                 (f)       a person who made the false or misleading statement, or omitted to state the information
                           or circumstance, as the case may be.

(3)      A person shall not be taken to have contravened subsection (1) if the false or misleading statement, or
omission, or new circumstance that is omitted from disclosure, is not materially adverse from the point of view of
the investor.

(4)      For the purposes of subsection (1), a false or misleading statement about a future matter (including the
doing of, or the refusal to do, an act) is taken to have been made if a person makes the statement without having
reasonable grounds for making the statement.

(5)      Where a prospectus relating to any shares or debentures, or any unit of shares or debentures, in a
corporation is issued and the prospectus omits to state any matter required to be stated as specified in the Fifth
Schedule, each director of the corporation and other person responsible for the prospectus shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years.

(6)      The defences specified in section 55B shall, with the necessary modifications, be available to any person
who is liable for an offence under this section.



                       Division 2 — Restrictions on allotment and commencement of business



                         Prohibition of allotment unless minimum subscription received.

57.(1)   No allotment shall be made of any shares of a company offered to the public unless —

                 (a)       the minimum subscription has been subscribed; and

                 (b)       the sum payable on application for the shares so subscribed has been received by the
                           company,

but if a cheque for the sum payable has been received by the company, the sum shall be deemed not to have been
received by the company until the cheque is paid by the bank on which it is drawn.

(2)      The minimum subscription shall be —




                                                          73
                  (a)      calculated on the nominal value of each share, and where the shares are issued at a
                           premium, on the nominal value of, and the amount of the premium payable on, each
                           share; and

                  (b)      reckoned exclusively of any amount payable otherwise than in cash.

(3)     The amount payable on application on each share offered to the public shall not be less than 5% of the
nominal amount of the share.

(4)       If the conditions referred to in subsection (1) (a) and (b) have not been satisfied on the expiration of 4
months after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid
to them without interest, and, if any such money is not so repaid within 5 months after the issue of the prospectus,
the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of 10%
per annum from the expiration of the period of 5 months but a director shall not be so liable if he proves that the
default in the repayment of the money was not due to any misconduct or negligence on his part.

(5)      An allotment made by a company to an applicant in contravention of this section or section 59 (1) shall be
voidable at the option of the applicant which option may be exercised by written notice served on the company
within one month after the holding of the statutory meeting of the company and not later, or, in any case where the
company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory
meeting within one month after the date of the allotment, and not later, and the allotment shall be so voidable
notwithstanding that the company is in course of being wound up.

(6)      Every director of a company who knowingly contravenes or permits or authorises the contravention of any
of the provisions of this section or section 59 (1) shall be guilty of an offence and shall be liable in addition to the
penalty or punishment for the offence to compensate the company and the allottee respectively for any loss,
damages or costs which the company or the allottee has sustained or incurred thereby but no proceedings for the
recovery of any such compensation shall be commenced after the expiration of two years from the date of the
allotment.

(7)       Any condition requiring or binding any applicant for shares to waive compliance with any requirement of
this section shall be void.

(8)      No company shall allot, and no officer or promoter of a company or a proposed company shall authorise or
permit to be allotted, shares or debentures to the public on the basis of a prospectus after the expiration of 6 months
from the issue of the prospectus.

(9)     If default is made in complying with subsection (8) the company and every officer or promoter of the
company or proposed company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$5,000 or to imprisonment for a term not exceeding one year.

(10)    Where an allotment of shares or debentures is made on the basis of a prospectus after the expiration of 6
months from the issue of the prospectus, such allotment shall not, by reason only of that fact, be voidable or void.



    Application and moneys to be held by the company in trust in a separate bank account until allotment.

58.(1) All application and other moneys paid prior to allotment by any applicant on account of shares or
debentures offered to the public shall, until the allotment of the shares or debentures, be held by the company upon
trust for the applicant in a separate bank account, being a bank account that is established and kept by the company
solely for the purpose of depositing the application and other moneys that are paid by applicants for those shares or
debentures but there shall be no obligation or duty on any bank with whom any such moneys have been deposited to
enquire into or see to the proper application of those moneys so long as the bank acts in good faith.

(2)     If default is made in complying with this section every officer of the company in default shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years.

                                                          74
                                       Restriction on allotment in certain cases.

59.(1) A public company having a share capital which does not issue a prospectus on or with reference to its
formation shall not allot any of its shares or debentures unless at least 3 days before the first allotment of either
shares or debentures there has been lodged with the Registrar a statement in lieu of prospectus which complies with
the requirements of this Act.

(2)      If default is made in complying with this section the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to
imprisonment for a term not exceeding one year.



                                  Requirements as to statements in lieu of prospectus.

60.(1) To comply with the requirements of this Act a statement in lieu of prospectus lodged by or on behalf of a
company —

                  (a)       shall be signed by every person who is named therein as a director or a proposed director
                            of the company or by his agent authorised in writing;

                  (b)       shall, subject to Part III of the Sixth Schedule, be in the form of and state the matters
                            specified in Part I of that Schedule and set out the reports specified in Part II of that
                            Schedule; and

                  (c)       shall, where the persons making any report specified in Part II of that Schedule have
                            made therein or have, without giving the reasons, indicated therein any such adjustments
                            as are mentioned in paragraph 5 of Part III of that Schedule, have endorsed thereon or
                            attached thereto a written statement signed by those persons setting out the adjustments
                            and giving the reasons therefor.

(2)    The Registrar shall not accept for registration any statement in lieu of prospectus unless it appears to him to
comply with the requirements of this Act.

(3)       Where in any statement in lieu of prospectus there is any untrue statement or wilful non-disclosure any
director who signed the statement in lieu of prospectus shall unless he proves either that the untrue statement or non-
disclosure was immaterial or that he had reasonable ground to believe and did up to that time of the delivery for
registration of the statement in lieu of prospectus believe that the untrue statement was true or the non-disclosure
immaterial, be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to
imprisonment for a term not exceeding one year or to both.



                        Restrictions on commencement of business in certain circumstances.

61.(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its
shares, the company shall not commence any business or exercise any borrowing power —

                  (a)       if any money is or may become liable to be repaid to applicants for any shares or
                            debentures offered for public subscription by reason of any failure to apply for or obtain
                            permission for listing for quotation on any stock exchange; or

                  (b)       unless —

                            (i)       shares held subject to the payment of the whole amount thereof in cash have
                                      been allotted to an amount not less in the whole than the minimum subscription;

                                                          75
                           (ii)     every director has paid to the company on each of the shares taken or contracted
                                    to be taken by him, and for which he is liable to pay in cash, a proportion equal
                                    to the proportion payable on application and allotment on the shares offered for
                                    public subscription; and

                           (iii)    there has been lodged with the Registrar a statutory declaration by the secretary
                                    or one of the directors of the company in the prescribed form verifying that the
                                    above conditions have been complied with.

(2)       Where a public company having a share capital has not issued a prospectus inviting the public to subscribe
for its shares, the company shall not commence any business or exercise any borrowing power unless —

                  (a)      there has been lodged with the Registrar a statement in lieu of prospectus which complies
                           with the provisions of this Act;

                  (b)      every director of the company has paid to the company on each of the shares taken or
                           contracted to be taken by him, and for which he is liable to pay in cash, a proportion
                           equal to the proportion payable on application and allotment on the shares payable in
                           cash; and

                  (c)      there has been lodged with the Registrar a statutory declaration by the secretary or one of
                           the directors of the company in the prescribed form verifying that paragraph (b) has been
                           complied with.

(3)      The Registrar shall on the lodging of the statutory declaration in accordance with this section certify that
the company is entitled to commence business and to exercise its borrowing powers and that certificate shall be
conclusive evidence thereof.

(4)      Any contract made by a company before the date on which it is entitled to commence business shall be
provisional only and shall not be binding on the company until that date, and on that date it shall become binding.

(5)      Where shares and debentures are offered simultaneously by a company for subscription, nothing in this
section shall prevent the receipt by the company of any money payable on application for the debentures.

(6)       If any company commences business or exercises borrowing powers in contravention of this section every
person who is responsible for the contravention shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $4,000 and to a default penalty of $250.



                         Restriction on varying contracts referred to in prospectus, etc.

62.      A company shall not before the statutory meeting vary the terms of a contract referred to in the prospectus
or statement in lieu of prospectus, unless the variation is made subject to the approval of the statutory meeting.



                                                Division 3 — Shares



                                             Return as to allotments.

63.(1) Where a company makes any allotment of its shares or any of its shares are deemed to have been allotted
under subsection (7) the company shall within one month thereafter lodge with the Registrar a return of the
allotments stating —

                  (a)      the number and nominal amounts of the shares comprised in the allotment;

                                                         76
                  (b)       the amount, if any, paid, deemed to be paid, or due and payable on the allotment of each
                            share;

                  (c)       where the capital of the company is divided into shares of different classes the class of
                            shares to which each share comprised in the allotment belongs; and

                  (d)       the full name, identification, nationality (if such identification and nationality are
                            required by the Registrar) and the address of each of the allottees and the number and
                            class of shares allotted to him.

(2)       In subsection (1), “identification” means in the case of a person issued with an identity card, the number of
his identity card and, in the case of a person not issued with an identity card, particulars of his passport or such other
similar evidence of identification as is available.

(3)     The particulars mentioned in subsection (1) (d) need not be included in the return where a company to
which section 198 (1) applies has allotted shares —

                  (a)       for cash; or

                  (b)       for a consideration other than cash and the number of persons to whom the shares have
                            been allotted exceeds 500.

(4)     Where shares are allotted or deemed to have been allotted as fully or partly paid up otherwise than in cash
and the allotment is made pursuant to a contract in writing the company shall lodge with the return the contract
evidencing the entitlement of the allottee or a copy of any such contract certified as prescribed.

(5)      If a certified copy of a contract is lodged the original contract duly stamped shall if the Registrar so
requests be produced at the same time to the Registrar.

(6)      Where shares are allotted or are deemed to have been allotted as fully or partly paid up otherwise than in
cash and the allotment is made —

                  (a)       pursuant to a contract not reduced to writing;

                  (b)       pursuant to a provision in the memorandum or articles; or

                  (c)       in satisfaction of a dividend declared in favour of, but not payable in cash to, the
                            shareholders, or in pursuance of the application of moneys held by the company in an
                            account or reserve in paying up unissued shares to which the shareholders have become
                            entitled,

the company shall lodge with the return a statement containing such particulars as are prescribed but, where the
shares are allotted pursuant to a scheme of arrangement approved by the Court under section 210, the company may
lodge an office copy of the order of the Court in lieu of the statement in the prescribed form.

(7)    For the purposes of this section, any shares issued without formal allotment to subscribers to the
memorandum shall be deemed to have been allotted to such subscribers on the date of the incorporation of the
company.

(8)       If default is made in complying with this section, every officer of the company who is in default shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.



                             As to voting rights of equity shares in certain companies.

64.(1) Notwithstanding any provision in this Act or in the memorandum or articles of a company to which this
section applies, but subject to section 180 (1), each equity share issued by such a company after 29th December
1967 shall confer the right at a poll at any general meeting of the company to one vote, and to one vote only, in
                                                         77
respect of each equity share unless it is a management share issued by a newspaper company under section 9 of the
Newspaper and Printing Presses Act.

(2)       Where any company to which this section applies has, prior to 29th December 1967, or, while it was a
company to which this section did not apply, issued any equity share which does not comply with subsection (1), the
company shall not issue any invitation to subscribe for or to purchase any shares or debentures of such company
until the voting rights attached to each share of that company have been duly varied so as to comply with subsection
(1).

(3)      For the purposes of this section, any alteration of the rights of issued preference shares so that they become
equity shares shall be deemed to be an issue of equity shares.

(4)      The Minister may, by order published in the Gazette, declare that subsection (1) shall apply to all or any
equity shares or any class of equity shares which have been issued before 29th December 1967 by a company to
which this section applies and which is specified in the declaration and thereupon that subsection shall apply to such
equity shares so issued by such company from such date as is specified in the declaration being a date not less than
one year after the making of the declaration.

(5)      This section shall apply to —

                     (a)   a public company having a share capital; and

                     (b)   a subsidiary of such a public company.

(6)      Any person who makes any invitation to the public in breach of subsection (2) shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2
years.



                                      Differences in calls and payments, etc.

65.(1)   A company if so authorised by its articles may —

                     (a)   make arrangements on the issue of shares for varying the amounts and times of payment
                           of calls as between shareholders;

                     (b)   accept from any member the whole or a part of the amount remaining unpaid on any
                           shares although no part of that amount has been called up; and

                     (c)   pay dividends in proportion to the amount paid up on each share where a larger amount is
                           paid up on some shares than on others.

Reserve liability.

(2)       A limited company may by special resolution determine that any portion of its share capital which has not
been already called up shall not be capable of being called up except in the event and for the purposes of the
company being wound up, and thereupon that portion of its share capital shall not be capable of being called up
except in the event and for the purposes of the company being wound up, but no such resolution shall prejudice the
rights of any person acquired before the passing of the resolution.



                                                  Share warrants.

66.(1) A company shall not issue any share warrant stating that the bearer of the warrant is entitled to the shares
therein specified and which enables the shares to be transferred by delivery of the warrant.


                                                          78
(2)      The bearer of a share warrant issued before 29th December 1967 shall be entitled, on surrendering it for
cancellation, to have his name entered in the register of members.

(3)      The company shall be responsible for any loss incurred by any person by reason of the company entering in
the register the name of a bearer of a share warrant issued before 29th December 1967 in respect of the shares
therein specified without the warrant being surrendered and cancelled.



   Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc.

67.(1) A company may pay a commission to any person in consideration of his subscribing or agreeing to
subscribe, whether absolutely or conditionally, for any shares or procuring or agreeing to procure subscriptions,
whether absolute or conditional, for any shares in the company, if —

                  (a)      the payment is authorised by the articles;

                  (b)      the commission does not exceed 10% of the price at which the shares are issued or the
                           amount or rate authorised by the articles, whichever is the less;

                  (c)      the amount or rate of the commission is —

                           (i)      in the case of shares offered to the public for subscription, disclosed in the
                                    prospectus; and

                           (ii)     in the case of shares not so offered, disclosed in the statement in lieu of
                                    prospectus, or in a statement in the prescribed form signed in like manner as a
                                    statement in lieu of prospectus and lodged before the payment of the
                                    commission with the Registrar, and, where a circular or notice not being a
                                    prospectus inviting subscription for the shares is issued, also disclosed in that
                                    circular or notice; and

                  (d)      the number of shares which persons have agreed for a commission to subscribe
                           absolutely is disclosed in like manner.

(2)       Subject to subsection (1), no company shall apply any of its shares or capital money either directly or
indirectly in payment of any commission, discount or allowance to any person in consideration of his subscribing or
agreeing to subscribe whether absolutely or conditionally for any shares or procuring or agreeing to procure
subscriptions whether absolute or conditional for any shares in the company, whether the shares or money are so
applied by being added to the purchase money of any property acquired by the company or to the contract price of
any work to be executed for the company, or the money is paid out of the nominal purchase money or contract price
or otherwise.

(3)       Nothing in this section shall affect the power of any company to pay such brokerage (in addition to or in
lieu of the commission referred to in subsection (1)) as it has hitherto been lawful for a company to pay but the
amount or rate per cent of the brokerage paid or agreed to be paid by the company shall (in the case of shares offered
to the public for subscription) be disclosed in the prospectus or (in the case of shares not offered to the public for
subscription) be disclosed in the statement in lieu of prospectus or in a statement in the prescribed form signed in
like manner as a statement in lieu of prospectus and lodged before the payment of the brokerage with the Registrar,
and, where a circular or notice not being a prospectus inviting subscription for the shares is issued, also disclosed in
that circular or notice.

(4)      A vendor to, promoter of, or other person who receives payment in money or shares from, a company shall
have power to apply any part of the money or shares so received in payment of any commission the payment of
which if made directly by the company would have been lawful under this section.

(5)       If default is made in complying with this section relating to the lodging with the Registrar of the statement
in the prescribed form, the company and every officer of the company who is in default shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
                                                           79
                                        Power to issue shares at a discount.

68.(1)   Subject to this section, a company may issue shares at a discount of a class already issued if —

                  (a)      the issue of the shares at a discount is authorised by resolution passed in general meeting
                           of the company and is confirmed by order of the Court;

                  (b)      the resolution specifies the maximum rate of discount at which the shares are to be
                           issued;

                  (c)      at the date of the issue not less than one year has elapsed since the date on which the
                           company was entitled to commence business; and

                  (d)      the shares are issued within one month after the date on which the issue is confirmed by
                           order of the Court or within such extended time as the Court allows.

(2)     The Court, if having regard to all the circumstances of the case it thinks proper to do so, may make an order
confirming the issue on such terms and conditions as it thinks fit.

(3)     Every prospectus relating to the issue of the shares shall contain particulars of the discount allowed or of so
much of that discount as has not been written off at the date of the issue of the prospectus.

(4)       Notwithstanding any provision of its articles, a company shall not issue at a discount shares of any class
unless it first offers the shares to every holder of shares of that class in the company proportionately to the number
of those shares held by such holder.

(5)      Every such offer shall be made by notice specifying the number of shares to which the member is entitled
and limiting a time not being less than 21 days within which the offer may be accepted.

(6)     If any such offer is not accepted within the time limited by the notice the shares may be issued on terms not
more favourable than those offered to the shareholders.

(7)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.



                                            Issue of shares at premium.

69.(1) Where a company issues shares for which a premium is received by the company whether in cash or in the
form of other valuable consideration a sum equal to the aggregate amount or value of the premiums on those shares
shall be transferred to an account called the “share premium account”, and the provisions of this Act relating to the
reduction of the share capital of a company shall, subject to this section, apply as if the share premium account were
paid-up share capital of the company.

(2)      The share premium account may be applied —

                  (a)      in paying up unissued shares to be issued to members of the company as fully paid bonus
                           shares;

                  (b)      in paying up in whole or in part the balance unpaid on shares previously issued to
                           members of the company;

                  (c)      in the payment of dividends, if such dividends are satisfied by the issue of shares to
                           members of the company;

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                  (d)      in the case of a company which carries on insurance business in Singapore, by
                           appropriation or transfer to any statutory fund established and maintained pursuant to the
                           Insurance Act;

                  (e)      in writing off —

                           (i)      the preliminary expenses of the company; or

                           (ii)     the expenses of, or the commission or brokerage paid or discount allowed on,
                                    any duty, fee or tax payable on or in connection with any issue of shares of the
                                    company; or

                  (f)      in providing for the premium payable on redemption of redeemable preference shares.



                                               Relief from section 69.

69A.(1) Sections 69B, 69C and 69D give relief from the requirements of section 69 in the circumstances mentioned
in this section.

(2)     The relief given by section 69B or 69C applies where a company issues or has issued shares in
circumstances to which either of those sections applies and the issue takes place on or after 27th February 1986.

(3)       The relief given by section 69D applies only where a company has issued shares in circumstances to which
that section applies before 27th February 1986.

(4)      References in sections 69B, 69C and 69D to the issuing company are references to the company issuing the
shares as mentioned in subsection (2) or (3).



                                                   Merger relief.

69B.(1) Subject to section 69C, this section applies where the issuing company has secured at least a 90% equity
holding in another company in pursuance of any arrangement providing for the allotment of equity shares in the
issuing company on terms that the consideration for the shares allotted is to be provided by the issue or transfer to
the issuing company of equity shares in that other company or by the cancellation of any such shares not held by the
issuing company.

(2)       Where the equity shares in the issuing company allotted in pursuance of the arrangement in consideration
for the acquisition or cancellation of equity shares in the other company are issued at a premium, section 69 shall not
apply to the premiums on those shares.

(3)       Where the arrangement also provides for the allotment of any shares in the issuing company on terms that
the consideration for those shares is to be provided by the issue or transfer to the issuing company of shares, which
are non-equity shares, in the other company or by the cancellation of any such shares in that company not held by
the issuing company, the relief from section 69 provided by subsection (2) shall extend to any shares in the issuing
company allotted on those terms in pursuance of the arrangement.

(4)      Subject to subsection (5), the issuing company shall be regarded for the purposes of this section as having
secured at least a 90% equity holding in another company in pursuance of any such arrangement as is mentioned in
subsection (1) if in consequence of any acquisition or cancellation of equity shares in that company in pursuance of
that arrangement it holds equity shares in that company (whether all or any of those shares were acquired in
pursuance of that arrangement or not) of an aggregate nominal value equal to 90% or more of the nominal value of
that company’s equity share capital.



                                                          81
(5)       Where the equity share capital of the other company in question is divided into different classes of shares
this section shall not apply unless the requirements of subsection (1) are satisfied in relation to each of those classes
taken separately.

(6)      Shares held by a company which is the issuing company’s holding company or subsidiary or a subsidiary of
the issuing company’s holding company, or by its or their nominees, shall be regarded for the purposes of this
section as held by the issuing company.

(7)      In this section —

         “equity share capital” , in relation to a company, means its issued share capital excluding any part thereof
         which neither as respects dividends nor as respects capital, carries any right to participate beyond a
         specified amount in a distribution;

         “equity shares” means shares comprised in a company’s equity share capital;

         “non-equity shares” means shares of any class that is not comprised in a company’s equity share capital.



                              Relief from section 69 in respect of group reconstruction.

69C.(1) This section applies where the issuing company —

                  (a)        is a wholly-owned subsidiary; and

                  (b)        allots shares to the holding company or to another wholly-owned subsidiary of the
                             holding company in consideration for the transfer to it of shares in another subsidiary
                             (whether wholly-owned or not) of the holding company.

(2)       Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium,
the issuing company shall not be required by section 69 to transfer any amount in excess of the minimum premium
value to the share premium account.

(3)       In subsection (2), “the minimum premium value” means the amount, if any, by which the base value of the
shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.

(4)      For the purposes of subsection (3), the base value of the shares transferred shall be taken as —

                  (a)        the cost of those shares to the company transferring them; or

                  (b)        the amount at which those shares are stated in that company’s accounting records
                             immediately before the transfer,

whichever is the lesser.

(5)      Section 69B shall not apply in any case to which this section applies.



                           Retrospective relief from section 69 in certain circumstances.

69D.(1) Subject to section 69A (3) and subsection (2) of this section, this section applies where the issuing
company has issued at a premium shares which were allotted in pursuance of any arrangement providing for the
allotment of shares in the issuing company on terms that the consideration for the shares allotted was to be provided
by the issue or transfer to the issuing company of shares in another company or by the cancellation of any shares in
that other company not held by the issuing company.


                                                           82
(2)      The other company in question must either have been at the time of the arrangement a subsidiary of the
issuing company or of any company which was then the issuing company’s holding company or have become such a
subsidiary on the acquisition or cancellation of its shares in pursuance of the arrangement.

(3)      Any part of the premiums on the shares so issued which was not transferred to the company’s share
premium account in accordance with section 69 shall be treated as if section 69 had never applied to those premiums
(and may, accordingly, be disregarded in determining the sum to be included in the company’s share premium
account).



                               Provisions supplementary to sections 69B and 69C.

69E.(1) An amount corresponding to any amount representing the premiums or part of the premiums on shares
issued by a company which by virtue of section 69B, 69C or 69D is not included in the company’s share premium
account may also be disregarded in determining the amount at which any shares or other consideration provided for
the shares issued is to be included in the company’s balance-sheet.

(2)      References in sections 69B, 69C and 69D and in this section (however expressed) to —

                  (a)      the acquisition by any company of shares in another company; and

                  (b)      the issue or allotment of shares to or the transfer of shares to or by any company,

include references respectively to the acquisition of any of those shares by and to the issue or allotment or (as the
case may require) the transfer of any of those shares to, or by nominees of, that company; and the reference in
section 69C (4) (a) to the company transferring the shares therein mentioned shall be construed accordingly.

(3)      References in sections 69B, 69C and 69D and in this section to the transfer of shares in a company include
references to the transfer of a right to be included in the company’s register of members in respect of those shares.

(4)     In sections 69B and 69D, “arrangement” means any agreement, scheme or arrangement (including an
arrangement sanctioned in accordance with section 210 or 306).

(5)      In sections 69B, 69C and 69D and in this section, “company”, except in references to the issuing company,
includes a corporation.



                    Power to make provision extending or restricting relief from section 69.

69F.(1) The Minister may, by regulations, make such provision as appears to him to be appropriate —

                  (a)      for relieving companies from the requirements of section 69 in relation to premiums other
                           than cash premiums; or

                  (b)      for restricting or otherwise modifying any relief from the requirements provided by
                           sections 69A to 69E.

(2)     Regulations made under this section may make different provision for different cases or classes of cases
and may contain such incidental and supplementary provisions as the Minister thinks fit.



                                          Redeemable preference shares.




                                                          83
70.(1) Subject to this section, a company having a share capital may, if so authorised by its articles, issue
preference shares which are, or at the option of the company are to be, liable to be redeemed and the redemption
shall be effected only on such terms and in such manner as is provided by the articles.

(2)      The redemption shall not be taken as reducing the amount of authorised share capital of the company.

(3)      The shares shall not be redeemed —

                  (a)      except out of profits which would otherwise be available for dividend, or out of the
                           proceeds of a fresh issue of shares made for the purposes of the redemption; and

                  (b)      unless they are fully paid up.

(4)      The premium, if any, payable on redemption shall be provided for out of profits or the share premium
account before the shares are redeemed.

(5)       Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of
profits which would otherwise have been available for dividend be transferred to a reserve called the “capital
redemption reserve” a sum equal to the nominal amount of the shares redeemed, and the provisions of this Act
relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the
capital redemption reserve were paid-up share capital of the company.

(6)      Where in pursuance of this section a company has redeemed or is about to redeem any preference shares, it
may issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never
been issued, and accordingly the share capital of the company shall not, for the purposes of any fee under this Act,
be deemed to be increased by such issue but where new shares are issued before the redemption of the old shares,
the new shares shall not, so far as relates to any fee under this Act, be deemed to have been issued in pursuance of
this subsection unless the old shares have been redeemed within one month after the issue of the new shares.

(7)    The capital redemption reserve may be applied in paying up unissued shares of the company to be issued to
members of the company as fully paid bonus shares.

(8)       If a company redeems any redeemable preference shares it shall within 14 days after so doing give notice
thereof to the Registrar specifying the shares redeemed.



                                   Power of company to alter its share capital.

71.(1) A company, if so authorised by its articles, may in general meeting alter the conditions of its memorandum
in any one or more of the following ways:

                  (a)      increase its share capital by the creation of new shares of such amount as it thinks
                           expedient;

                  (b)      consolidate and divide all or any of its share capital into shares of larger amount than its
                           existing shares;

                  (c)      convert all or any of its paid-up shares into stock and reconvert that stock into paid-up
                           shares of any denomination;

                  (d)      subdivide its shares or any of them into shares of smaller amount than is fixed by the
                           memorandum, so however that in the subdivision the proportion between the amount paid
                           and the amount, if any, unpaid on each reduced share shall be the same as it was in the
                           case of the share from which the reduced share is derived;

                  (e)      cancel shares which at the date of the passing of the resolution in that behalf have not
                           been taken or agreed to be taken by any person or which have been forfeited and diminish
                           the amount of its share capital by the amount of the shares so cancelled.
                                                          84
Cancellations.

(2)     A cancellation of shares under this section shall not be deemed to be a reduction of share capital within the
meaning of this Act.

As to share capital of unlimited company on re-registration.

(3)      An unlimited company having a share capital may by any resolution passed for the purposes of section 30
(1) —

                  (a)       increase the nominal amount of its share capital by increasing the nominal amount of
                            each of its shares, but subject to the condition that no part of the increased capital shall be
                            capable of being called up except in the event and for the purposes of the company being
                            wound up; and

                  (b)       in addition or alternatively, provide that a specified portion of its uncalled share capital
                            shall not be capable of being called up except in the event and for the purposes of the
                            company being wound up.

Notice of increase of share capital.

(4)       Where a company has increased its share capital beyond the registered capital, it shall within one month
after the passing of the resolution authorising the increase lodge with the Registrar notice of the increase.

(5)      If any company fails to comply with subsection (4), the company and every officer of the company who is
in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.



                                       Validation of shares improperly issued.

72.      Where a company has purported to issue or allot shares and the creation, issue or allotment of those shares
was invalid by reason of any provision of this or any other written law or of the memorandum or articles of the
company or otherwise or the terms of issue or allotment were inconsistent with or unauthorised by any such
provision the Court may upon application made by the company or by a holder or mortgagee of any of those shares
or by a creditor of the company and upon being satisfied that in all the circumstances it is just and equitable to do so
make an order validating the issue or allotment of those shares or confirming the terms of issue or allotment thereof
or both and upon an office copy of the order being lodged with the Registrar those shares shall be deemed to have
been validly issued or allotted upon the terms of the issue or allotment thereof.



                                  Special resolution for reduction of share capital.

73.(1) Subject to confirmation by the Court, a company may, if so authorised by its articles by special resolution,
reduce its share capital in any way and in particular, without limiting the generality of the foregoing, may do all or
any of the following:

                  (a)       extinguish or reduce the liability on any of its shares in respect of share capital not paid
                            up;

                  (b)       cancel any paid-up capital which is lost or unrepresented by available assets;

                  (c)       pay off any paid-up share capital which is in excess of the needs of the company,

and may so far as necessary alter its memorandum by reducing the amount of its share capital and of its shares
accordingly.

                                                           85
(2)      Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid
share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the Court so
directs —

                  (a)      every creditor of the company who at the date fixed by the Court is entitled to any debt or
                           claim which, if that date were the commencement of the winding up of the company,
                           would be admissible in proof against the company shall be entitled to object to the
                           reduction;

                  (b)      the Court, unless satisfied on affidavit that there are no such creditors, shall settle a list of
                           creditors so entitled to object and for that purpose shall ascertain as far as possible
                           without requiring an application from any creditor the names of those creditors and the
                           nature and amount of their debts or claims, and may publish notices fixing a final day on
                           or before which creditors not entered on the list may claim to be so entered; and

                  (c)      where a creditor entered on the list whose debt or claim is not discharged or has not been
                           determined does not consent to the reduction, the Court may dispense with the consent of
                           that creditor on the company securing payment of his debt or claim by appropriating as
                           the Court directs —

                           (i)       if the company admits the full amount of the debt or claim or though not
                                     admitting it is willing to provide for it, the full amount of the debt or claim; or

                           (ii)      if the company does not admit and is not willing to provide for the full amount
                                     of the debt or claim or if the amount is contingent or not ascertained, an amount
                                     fixed by the Court after the like inquiry and adjudication as if the company were
                                     being wound up by the Court.

(3)       Notwithstanding subsection (2), the Court may, having regard to any special circumstances of any case,
direct that all or any of the provisions of that subsection shall not apply as regards any class of creditors.

(4)       The Court, if satisfied with respect to every creditor who under subsection (2) is entitled to object, that
either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or
has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit.

(5)       An order made under subsection (4) shall show the amount of the share capital of the company as altered
by the order, the number of shares into which it is to be divided and the amount of each share and the amount, if any,
at the date of the order deemed to be paid up on each share.

(6)     On the lodging of an office copy of the order with the Registrar the resolution for reducing share capital as
confirmed by the order so lodged shall take effect.

(7)       The certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with
respect to reduction of share capital have been complied with and that the share capital of the company is such as is
stated in the order.

(8)      On the lodging of the copy of the order the particulars shown in the order pursuant to subsection (5) shall
be deemed to be substituted for the corresponding particulars in the memorandum and such substitution and any
addition ordered by the Court to be made to the name of the company shall (in the case of any addition to the name,
for such period as is specified in the order of the Court) be deemed to be alterations of the memorandum for the
purposes of this Act.

(9)      A member, past or present, shall not be liable in respect of any share to any call or contribution exceeding
in amount the difference, if any, between the amount of the share as fixed by the order and the amount paid, or the
reduced amount, if any, which is to be deemed to have been paid, on the share, as the case may be, but where any
creditor entitled to object to the reduction is, by reason of his ignorance of the proceedings for reduction or of their
nature and effect with respect to his claim, not entered on the list of creditors, and after the reduction the company is
unable, within the meaning of this Act with respect to winding up by the Court, to pay the amount of his debt or
claim —
                                                            86
                  (a)      every person who was a member of the company at the date of the lodging of the copy of
                           the order for reduction shall be liable to contribute for the payment of that debt or claim
                           an amount not exceeding the amount which he would have been liable to contribute if the
                           company had commenced to be wound up on the day before that date; and

                  (b)      if the company is wound up the Court, on the application of any such creditor and proof
                           of his ignorance of the proceedings for reduction or of their nature and effect with respect
                           to his claim may, if it thinks fit, settle accordingly a list of persons so liable to contribute,
                           and make and enforce calls and orders on the contributories settled on the list as if they
                           were ordinary contributories in a winding up,

but nothing in this subsection shall affect the rights of the contributories among themselves.

(10)     Every officer of the company who —

                  (a)      wilfully conceals the name of any creditor entitled to object to the reduction;

                  (b)      wilfully misrepresents the nature or amount of the debt or claim of any creditor; or

                  (c)      aids, abets or is privy to any such concealment or misrepresentation,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for
a term not exceeding 3 years.

(11)   This section shall not apply to an unlimited company, but nothing in this Act shall preclude an unlimited
company from reducing in any way its share capital, including any amount in its share premium account.

(12)   This section shall not apply to the purchase or acquisition or proposed purchase or acquisition by a
company of its own shares in accordance with sections 76B to 76G.



                                       Rights of holders of classes of shares.

74.(1) If, in the case of a company the share capital of which is divided into different classes of shares, provision
is made by the memorandum or articles for authorising the variation or abrogation of the rights attached to any class
of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of
that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance
of that provision the rights attached to any such class of shares are at any time varied or abrogated the holders of not
less in the aggregate than 5% of the issued shares of that class may apply to the Court to have the variation or
abrogation cancelled, and, if any such application is made, the variation or abrogation shall not have effect until
confirmed by the Court.

(2)      An application shall not be invalid by reason of the applicants or any of them having consented to or voted
in favour of the resolution for the variation or abrogation if the Court is satisfied that any material fact was not
disclosed by the company to those applicants before they so consented or voted.

(3)       The application shall be made within one month after the date on which the consent was given or the
resolution was passed or such further time as the Court allows, and may be made on behalf of the shareholders
entitled to make the application by such one or more of their number as they appoint in writing for the purpose.

(4)       On the application the Court, after hearing the applicant and any other persons who apply to the Court to be
heard and appear to the Court to be interested, may, if satisfied having regard to all the circumstances of the case
that the variation or abrogation would unfairly prejudice the shareholders of the class represented by the applicant,
disallow the variation or abrogation, as the case may be, and shall, if not so satisfied, confirm it and the decision of
the Court shall be final.

(5)      The company shall, within 14 days after the making of an order by the Court on any such application, lodge
an office copy of the order with the Registrar and if default is made in complying with this provision the company
                                                         87
and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $2,000 and also to a default penalty.

(6)       The issue by a company of preference shares ranking pari passu with existing preference shares issued by
the company shall be deemed to be a variation of the rights attached to those existing preference shares unless the
issue of the first-mentioned shares was authorised by the terms of issue of the existing preference shares or by the
articles of the company in force at the time the existing preference shares were issued.

(7)      For the purposes of this section, the alteration of any provision in the memorandum or articles of a
company which affects or relates to the manner in which the rights attaching to the shares of any class may be varied
or abrogated shall be deemed to be a variation or abrogation of the rights attached to the shares of that class.

(8)      This section shall not operate so as to limit or derogate from the rights of any person to obtain relief under
section 216.



                Rights of holders of preference shares to be set out in memorandum or articles.

75.(1) No company shall allot any preference shares or convert any issued shares into preference shares unless
there are set out in its memorandum or articles the rights of the holders of those shares with respect to repayment of
capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of
payment of capital and dividend in relation to other shares or other classes of preference shares.

(2)      If default is made in complying with this section the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.



                                  Company financing dealings in its shares, etc.

76.(1)   Except as otherwise expressly provided by this Act, a company shall not —

                  (a)      whether directly or indirectly, give any financial assistance for the purpose of, or in
                           connection with —

                           (i)      the acquisition by any person, whether before or at the same time as the giving
                                    of financial assistance, of —

                                    (A)      shares or units of shares in the company; or

                                    (B)      shares or units of shares in a holding company of the company; or

                           (ii)     the proposed acquisition by any person of —

                                    (A)      shares or units of shares in the company; or

                                    (B)      shares or units of shares in a holding company of the company;

                  (b)      whether directly or indirectly, in any way —

                           (i)      acquire shares or units of shares in the company; or

                           (ii)     purport to acquire shares or units of shares in a holding company of the
                                    company; or

                  (c)      whether directly or indirectly, in any way, lend money on the security of —


                                                          88
                           (i)      shares or units of shares in the company; or

                           (ii)     shares or units of shares in a holding company of the company.

(2)      A reference in this section to the giving of financial assistance includes a reference to the giving of
financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release
of an obligation or the release of a debt or otherwise.

(3)      For the purposes of this section, a company shall be taken to have given financial assistance for the purpose
of an acquisition or proposed acquisition referred to in subsection (1) (a) (referred to in this subsection as the
relevant purpose) if —

                  (a)      the company gave the financial assistance for purposes that included the relevant
                           purpose; and

                  (b)      the relevant purpose was a substantial purpose of the giving of the financial assistance.

(4)      For the purposes of this section, a company shall be taken to have given financial assistance in connection
with an acquisition or proposed acquisition referred to in subsection (1) (a) if, when the financial assistance was
given to a person, the company was aware that the financial assistance would financially assist —

                  (a)      the acquisition by a person of shares or units of shares in the company; or

                  (b)      where shares in the company had already been acquired — the payment by a person of
                           any unpaid amount of the subscription payable for the shares or of any premium payable
                           in respect of the shares, or the payment of any calls on the shares.

(5)      If a company contravenes subsection (1), the company shall not be guilty of an offence, notwithstanding
section 407, but each officer of the company who is in default shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 3 years or to both.

(6)       Where a person is convicted of an offence under subsection (5) and the Court by which he is convicted is
satisfied that the company or another person has suffered loss or damage as a result of the contravention that
constituted the offence, that Court may, in addition to imposing a penalty under that subsection, order the convicted
person to pay compensation to the company or other person, as the case may be, of such amount as the Court
specifies, and any such order may be enforced as if it were a judgment of the Court.

(7)      The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly
and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person
against whom an order may be made under subsection (6) from the liability to have such an order made against him.

(8)      Nothing in subsection (1) prohibits —

                  (a)      the payment of a dividend by a company in good faith and in the ordinary course of
                           commercial dealing;

                  (b)      a payment made by a company pursuant to a reduction of capital in accordance with
                           section 73;

                  (c)      the discharge by a company of a liability of the company that was incurred in good faith
                           as a result of a transaction entered into on ordinary commercial terms;

                  (d)      anything done in pursuance of an order of Court made under section 210;

                  (e)      anything done under an arrangement made in pursuance of section 306;

                  (f)      anything done under an arrangement made between a company and its creditors which is
                           binding on the creditors by virtue of section 309;

                                                          89
                 (g)      where a corporation is a borrowing corporation by reason that it is or will be under a
                          liability to repay moneys received or to be received by it —

                          (i)      the giving, in good faith and in the ordinary course of commercial dealing, by a
                                   company that is a subsidiary of the borrowing corporation, of a guarantee in
                                   relation to the repayment of those moneys, whether or not the guarantee is
                                   secured by any charge over the property of that company; or

                          (ii)     the provision, in good faith and in the ordinary course of commercial dealing, by
                                   a company that is a subsidiary of the borrowing corporation, of security in
                                   relation to the repayment of those moneys;

                 (h)      the purchase by a company of shares in the company pursuant to an order of a Court;

                 (i)      the creation or acquisition, in good faith and in the ordinary course of commercial
                          dealing, by a company of a lien on shares in the company (other than fully-paid shares)
                          for any amount payable to the company in respect of the shares; or

                 (j)      the entering into, in good faith and in the ordinary course of commercial dealing, of an
                          agreement by a company with a subscriber for shares in the company permitting the
                          subscriber to make payments for the shares (including payments in respect of any
                          premium) by instalments,

but nothing in this subsection —

                 (i)      shall be construed as implying that a particular act of a company would, but for this
                          subsection, be prohibited by subsection (1); or

                 (ii)     shall be construed as limiting the operation of any rule of law permitting the giving of
                          financial assistance by a company, the acquisition of shares or units of shares by a
                          company or the lending of money by a company on the security of shares.

(9)     Nothing in subsection (1) prohibits —

                 (a)      the making of a loan, the giving of a guarantee or the provision of security by a company
                          in the ordinary course of its business where the activities of that company are regulated
                          by any written law relating to banking, finance companies or insurance or are subject to
                          supervision by the Monetary Authority of Singapore and where —

                          (i)      that business includes the lending of money, or the giving of guarantees or the
                                   provision of security in connection with loans made by other persons; and

                          (ii)     the loan that is made by the company, or, where the guarantee is given or the
                                   security is provided in respect of a loan, that loan, is made on ordinary
                                   commercial terms as to the rate of interest, the terms of repayment of principal
                                   and payment of interest, the security to be provided and otherwise;

                 (b)      the giving by a company of financial assistance for the purpose of, or in connection with,
                          the acquisition or proposed acquisition of fully-paid shares or units of fully-paid shares in
                          the company or in a holding company of the company to be held by or for the benefit of
                          employees of the company or of a corporation that is related to the company, including
                          any director holding a salaried employment or office in the company or in the
                          corporation; or

                 (c)      the purchase or acquisition or proposed purchase or acquisition by a company of its own
                          shares in accordance with sections 76B to 76G.



                                                         90
(10)     Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in
connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in
a holding company of the company if —

                  (a)      the company, by special resolution, resolves to give financial assistance for the purpose
                           of or in connection with, that acquisition;

                  (b)      where —

                           (i)      the company is a subsidiary of a listed corporation; or

                           (ii)     the company is not a subsidiary of a listed corporation but is a subsidiary whose
                                    ultimate holding company is incorporated in Singapore,

                           the listed corporation or the ultimate holding company, as the case may be, has, by
                           special resolution, approved the giving of the financial assistance;

                  (c)      the notice specifying the intention to propose the resolution referred to in paragraph (a) as
                           a special resolution sets out —

                           (i)      particulars of the financial assistance proposed to be given and the reasons for
                                    the proposal to give that assistance; and

                           (ii)     the effect that the giving of the financial assistance would have on the financial
                                    position of the company and, where the company is included in a group of
                                    corporations consisting of a holding company and a subsidiary or subsidiaries,
                                    the effect that the giving of the financial assistance would have on the financial
                                    position of the group of corporations,

                           and is accompanied by a copy of a statement made in accordance with a resolution of the
                           directors, setting out the names of any directors who voted against the resolution and the
                           reasons why they so voted, and signed by not less than two directors, stating whether, in
                           the opinion of the directors who voted in favour of the resolution, after taking into
                           account the financial position of the company (including future liabilities and contingent
                           liabilities of the company), the giving of the financial assistance would be likely to
                           prejudice materially the interests of the creditors or members of the company or any class
                           of those creditors or members;

                  (d)      the notice specifying the intention to propose the resolution referred to in paragraph (b) as
                           a special resolution is accompanied by a copy of the notice, and a copy of the statement,
                           referred to in paragraph (c);

                  (e)      not later than the day next following the day when the notice referred to in paragraph (c)
                           is despatched to members of the company there is lodged with the Registrar a copy of
                           that notice and a copy of the statement that accompanied that notice;

                  (f)      the notice referred to in paragraph (c) and a copy of the statement referred to in that
                           paragraph are sent to —

                           (i)      all members of the company;

                           (ii)     all trustees for debenture holders of the company; and

                           (iii)    if there are no trustees for, or for a particular class of, debenture holders of the
                                    company — all debentures holders, or all debenture holders of that class, as the
                                    case may be, of the company whose names are, at the time when the notice is
                                    despatched, known to the company;

                  (g)      the notice referred to in paragraph (d) and the accompanying documents are sent to —
                                                           91
                           (i)      all members of the listed corporation or of the ultimate holding company;

                           (ii)     all trustees for debenture holders of the listed corporation or of the ultimate
                                    holding company; and

                           (iii)    if there are no trustees for, or for a particular class of, debenture holders of the
                                    listed corporation or of the ultimate holding company — all debenture holders or
                                    debenture holders of that class, as the case may be, of the listed corporation or of
                                    the ultimate holding company whose names are, at the time when the notice is
                                    despatched, known to the listed corporation or the ultimate holding company;

                  (h)      within 21 days after the general meeting of the company at which the resolution referred
                           to in paragraph (a) is passed or, in a case to which paragraph (b) applies, the general
                           meeting of the listed corporation or ultimate holding company at which the resolution
                           referred to in that paragraph is passed, whichever is the later, a notice —

                           (i)      setting out the terms of the resolution referred to in paragraph (a); and

                           (ii)     stating that any of the persons referred to in subsection (12) may, within the
                                    period referred to in that subsection, make an application to the Court opposing
                                    the giving of the financial assistance,

                           is published in a daily newspaper circulating generally in Singapore;

                  (i)      no application opposing the giving of the financial assistance is made within the period
                           referred to in subsection (12) or, if such an application or applications has or have been
                           made, the application or each of the applications has been withdrawn or the Court has
                           approved the giving of the financial assistance; and

                  (j)      the financial assistance is given in accordance with the terms of the resolution referred to
                           in paragraph (a) and not earlier than —

                           (i)      in a case to which sub-paragraph (ii) does not apply — the expiration of the
                                    period referred to in subsection (12); or

                           (ii)     if an application or applications has or have been made to the Court within that
                                    period —

                                    (A)      where the application or each of the applications has been withdrawn
                                             — the withdrawal of the application or of the last of the applications to
                                             be withdrawn; or

                                    (B)      in any other case — the decision of the Court on the application or
                                             applications.

(11)     Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection
(10) have been substantially complied with in relation to a proposed giving by the company of financial assistance
of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have
been complied with in relation to the proposed giving by the company of financial assistance.

(12)     Where a special resolution referred to in subsection (10) (a) is passed by a company, an application to the
Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the
period of 21 days after the publication of the notice referred to in subsection (10) (h) —

                  (a)      by a member of the company;

                  (b)      by a trustee for debenture holders of the company;

                  (c)      by a debenture holder of the company;
                                                         92
                 (d)      by a creditor of the company;

                 (e)      if subsection (10) (b) applies by —

                          (i)      a member of the listed corporation or ultimate holding company that passed a
                                   special resolution referred to in that subsection;

                          (ii)     a trustee for debenture holders of that listed corporation or ultimate holding
                                   company;

                          (iii)    a debenture holder of that listed corporation or ultimate holding company; or

                          (iv)     a creditor of that listed corporation or ultimate holding company; or

                 (f)      by the Registrar.

(13)    Where an application or applications opposing the giving of financial assistance by a company in
accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the
Court —

                 (a)      shall, in determining what order or orders to make in relation to the application or
                          applications, have regard to the rights and interests of the members of the company or of
                          any class of them as well as to the rights and interests of the creditors of the company or
                          of any class of them; and

                 (b)      shall not make an order approving the giving of the financial assistance unless the Court
                          is satisfied that —

                          (i)      the company has disclosed to the members of the company all material matters
                                   relating to the proposed financial assistance; and

                          (ii)     the proposed financial assistance would not, after taking into account the
                                   financial position of the company (including any future or contingent liabilities),
                                   be likely to prejudice materially the interests of the creditors or members of the
                                   company or of any class of those creditors or members,

                          and may do all or any of the following:

                          (A)      if it thinks fit, make an order for the purchase by the company of the interests of
                                   dissentient members of the company and for the reduction accordingly of the
                                   capital of the company;

                          (B)      if it thinks fit, adjourn the proceedings in order that an arrangement may be
                                   made to the satisfaction of the Court for the purchase (otherwise than by the
                                   company or by a subsidiary of the company) of the interests of dissentient
                                   members;

                          (C)      give such ancillary or consequential directions and make such ancillary or
                                   consequential orders as it thinks expedient;

                          (D)      make an order disapproving the giving of the financial assistance or, subject to
                                   paragraph (b), an order approving the giving of the financial assistance.

(14)   Where the Court makes an order under this section in relation to the giving of financial assistance by a
company, the company shall, within 14 days after the order is made, lodge with the Registrar an office copy of the
order.

(15)    The passing of a special resolution by a company for the giving of financial assistance by the company for
the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the
                                                       93
company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the
company of any duty to the company under section 157 or otherwise, and whether of a fiduciary nature or not, in
connection with the giving of the financial assistance.

(16)     A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a
reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise.

(17)     This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into
before 15th May 1987 if the doing of that act or thing would have been lawful if this Act had not been enacted.



                          Consequences of company financing dealings in its shares, etc.

76A.(1) The following contracts or transactions made or entered into in contravention of section 76 shall be void:

                  (a)      a contract or transaction by which a company acquires or purports to acquire its own
                           shares or units of its own shares, or shares or units of shares in its holding company; and

                  (b)      a contract or transaction by which a company lends money on the security of its own
                           shares or units of its own shares, or on the security of shares or units of shares in its
                           holding company.

(2)      Subject to subsection (1), a contract or transaction made or entered into in contravention of section 76, or a
contract or transaction related to such contract or transaction, shall be voidable at the option of the company. The
company may, subject to the following provisions of this section, avoid any contract or transaction to which this
subsection applies by giving notice in writing to the other party or parties to the contract or transaction.

(3)      The Court may, on the application of a member of a company, a holder of debentures of a company, a
trustee for the holders of debentures of a company or a director of a company, by order, authorise the member,
holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company.

(4)      Where —

                  (a)      a company makes or performs a contract, or engages in a transaction;

                  (b)      the contract is made or performed, or the transaction is engaged in, in contravention of
                           section 76 or the contract or transaction is related to a contract that was made or
                           performed, or to a transaction that was engaged in, in contravention of that section; and

                  (c)      the Court is satisfied, on the application of the company or of any other person, that the
                           company or that other person has suffered, or is likely to suffer, loss or damage as a result
                           of —

                           (i)      the making or performance of the contract or the engaging in of the transaction;

                           (ii)     the making or performance of a related contract or the engaging in of a related
                                    transaction;

                           (iii)    the contract or transaction being void by reason of subsection (1) or avoided
                                    under subsection (2); or

                           (iv)     a related contract or transaction being void by reason of subsection (1) or
                                    avoided under subsection (2),

the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of
the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or
to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or

                                                          94
procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the
contravention.

(5)      The orders that may be made under subsection (4) include —

                  (a)      an order directing a person to refund money or return property to the company or to
                           another person;

                  (b)      an order directing a person to pay to the company or to another person a specified amount
                           of the loss or damage suffered by the company or other person; and

                  (c)      an order directing a person to indemnify the company or another person against any loss
                           or damage that the company or other person may suffer as a result of the contract or
                           transaction or as a result of the contract or transaction being or having become void.

(6)       If a certificate signed by not less than two directors, or by a director and a secretary, of a company stating
that the requirements of section 76 (10) (a) to (j), inclusive, have been complied with in relation to the proposed
giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person
of shares or units in the company or in a holding company of the company is given to a person —

                  (a)      the person to whom the certificate is given is not under any liability to have an order
                           made against him under subsection (4) by reason of any contract made or performed, or
                           any transaction engaged in, by him in reliance on the certificate; and

                  (b)      any such contract or transaction is not invalid, and is not voidable under subsection (2),
                           by reason that the contract is made or performed, or the transaction is engaged in, in
                           contravention of section 76 or is related to a contract that was made or performed, or to a
                           transaction that was engaged in, in contravention of that section.

(7)       Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in
relation to a contract or transaction if the Court, on application by the company concerned or any other person who
has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the
engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related
transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware
before the contract was made or the transaction was engaged in that the requirements of section 76 (10) had not been
complied with in relation to the financial assistance to which the certificate related.

(8)      For the purposes of subsection (7), a person shall, in the absence of proof to the contrary, be deemed to
have been aware at a particular time of any matter of which an employee or agent of the person having duties or
acting on behalf of the person in relation to the relevant contract or transaction was aware at the time.

(9)      In any proceeding, a document purporting to be a certificate given under subsection (6) shall, in the absence
of proof to the contrary, be deemed to be such a certificate and to have been duly given.

(10)     A person who has possession of a certificate given under subsection (6) shall, in the absence of proof to the
contrary, be deemed to be the person to whom the certificate was given.

(11)      If a person signs a certificate stating that the requirements of section 76 (10) have been complied with in
relation to the proposed giving by a company of financial assistance and any of those requirements had not been
complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that
person, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to
imprisonment for a term not exceeding one year or to both.

(12)    It is a defence to a prosecution for an offence under subsection (11) if the defendant proves that at the time
when he signed the certificate he believed on reasonable grounds that all the requirements of section 76 (10) had
been complied with in respect of the proposed giving of financial assistance to which the certificate relates.



                                                          95
(13)     The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly
and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person
against whom an order may be made under subsection (4) from the liability to have such an order made against him.

(14)     If a company makes a contract or engages in a transaction under which it gives financial assistance as
mentioned in section 76 (1) (a) or lends money as mentioned in section 76 (1) (c), any contract or transaction made
or engaged in as a result of or by means of, or in relation to, that financial assistance or money shall be deemed for
the purposes of this section to be related to the first-mentioned contract or transaction.

(15)      Any rights or liabilities of a person under this section (including rights or liabilities under an order made by
the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart
from this section but, where there would be any inconsistency between the rights and liabilities of a person under
this section or under an order made by the Court under this section and the rights and liabilities of that person apart
from this section, the provisions of this section or of the order made by the Court shall prevail.



                                        Company may acquire its own shares

76B.(1) Notwithstanding section 76, a company may, in accordance with this section and sections 76C to 76G,
purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its articles.

(2)      This section and sections 76C to 76G shall apply to ordinary shares, stocks and preference shares.

(3)      The total number of ordinary shares and stocks that may be purchased or acquired by a company during the
relevant period shall not exceed 10% (or such other percentage as the Minister may by notification prescribe) of the
issued ordinary share capital of the company ascertained —

                  (a)       as at the date of the last annual general meeting of the company held before any
                            resolution passed pursuant to section 76C, 76D or 76E; or

                  (b)       as at the date of such resolution,

whichever is the higher, unless the Court has, at any time during the relevant period, made an order under section 73
(4) confirming the reduction of share capital of the company.

(3A)      Where the Court has made an order under section 73 (4), the issued ordinary share capital of the company
shall, notwithstanding subsection (3) (a) and (b), be taken to be the amount of the issued ordinary share capital as
altered by the order of the Court.

(3B)    The total number of preference shares which are not redeemable under section 70 that may be purchased or
acquired by a company during the relevant period shall not exceed 10% (or such other percentage as the Minister
may by notification prescribe) of the issued non-redeemable preference share capital of the company ascertained —

                  (a)       as at the date of the last annual general meeting of the company held before any
                            resolution passed pursuant to section 76C, 76D or 76E; or

                  (b)       as at the date of such resolution,

whichever is the higher, unless the Court has, at any time during the relevant period, made an order under section 73
(4) confirming the reduction of share capital of the company.

(3C)     Where the Court has made an order under section 73 (4), the issued non-redeemable preference share
capital of the company shall, notwithstanding subsection (3B) (a) and (b), be taken to be the amount of the issued
non-redeemable preference share capital as altered by the order of the Court.

(3D)    There shall be no limit on the number of redeemable preference shares that may be purchased or acquired
by a company during the relevant period.

                                                            96
(4)      In subsection (3), “relevant period” means the period commencing from the date the last annual general
meeting of the company was held or if no such meeting was held the date it was required by law to be held before
the resolution in question is passed, and expiring on the date the next annual general meeting is or is required by law
to be held, whichever is the earlier, after the date the resolution in question is passed.

(5)      Shares that are purchased or acquired by a company pursuant to section 76C, 76D or 76E are deemed to be
cancelled immediately on purchase or acquisition.

(6)      On the cancellation of a share under subsection (5), the rights and privileges attached to that share expire.

(7)    For the purposes of this section, shares are deemed to be purchased or acquired on the date on which the
company would, apart from subsection (5), become entitled to exercise the rights attached to the shares.

(8)    Within 30 days of the passing of a resolution referred to in section 76C, 76D or 76E, the directors of the
company shall lodge with the Registrar a copy of the resolution.

(9)      Within 30 days of the purchase or acquisition of the shares, the directors of the company shall lodge with
the Registrar the notice of the purchase or acquisition in the prescribed form with the following particulars:

                  (a)      the date of the purchase or acquisition;

                  (b)      the number and nominal value of shares purchased or acquired;

                  (c)      the company’s issued share capital as at the date of the resolution passed pursuant to
                           section 76C, 76D or 76E and the company’s issued share capital after the purchase or
                           acquisition; and

                  (d)      the amount of consideration paid by the company for the purchase or acquisition of each
                           share.

(10)    Nothing in this section or in sections 76C to 76G shall be construed so as to limit or affect an order of the
Court made under any section that requires a company to purchase or acquire its own shares.



                           Authority for off-market acquisition on equal access scheme

76C.(1) A company, whether or not it is listed on a stock exchange, may make a purchase or acquisition of its own
shares otherwise than on a stock exchange (referred to in this section as an off-market purchase) if the purchase or
acquisition is made in accordance with an equal access scheme authorised in advance by the company in general
meeting.

(2)      The notice specifying the intention to propose the resolution to authorise an off-market purchase referred to
in subsection (1) must —

                  (a)      specify the maximum number of shares or the maximum percentage of ordinary issued
                           share capital authorised to be purchased or acquired;

                  (b)      determine the maximum price which may be paid for the shares;

                  (c)      specify a date on which the authority is to expire, being a date that must not be later than
                           the date on which the next annual general meeting of the company is or is required by
                           law to be held, whichever is the earlier; and

                  (d)      specify the sources of funds to be used for the purchase or acquisition including the
                           amount of financing and its impact on the company’s financial position.



                                                          97
(3)       The resolution authorising an off-market purchase referred to in subsection (2) must state the particulars
referred to in subsection (2) (a), (b) and (c).

(4)     The authority for an off-market purchase referred to in subsection (2) may, from time to time, be varied or
revoked by the company in general meeting.

(5)   A resolution to confer or vary the authority for an off-market purchase under this section may determine the
maximum price for purchase or acquisition by —

                  (a)      specifying a particular sum; or

                  (b)      providing a basis or formula for calculating the amount of the price in question without
                           reference to any person’s discretion or opinion.

(6)       For the purposes of this section and section 76D, an “equal access scheme” means a scheme which satisfies
all the following conditions:

                  (a)      the offers under the scheme are to be made to every person who holds shares to purchase
                           or acquire the same percentage of their shares;

                  (b)      all of those persons have a reasonable opportunity to accept the offers made to them; and

                  (c)      the terms of all the offers are the same except that there shall be disregarded —

                           (i)      differences in consideration attributable to the fact that the offers relate to shares
                                    with different accrued dividend entitlements;

                           (ii)     differences in consideration attributable to the fact that the offers relate to shares
                                    with different amounts remaining unpaid; and

                           (iii)    differences in the offers introduced solely to ensure that each member is left
                                    with a whole number of shares.



                                   Authority for selective off-market acquisition

76D.(1) A company may make a purchase or acquisition of its own shares otherwise than on a stock exchange and
not in accordance with an equal access scheme (referred to in this section as a selective off-market purchase) if —

                  (a)      the purchase or acquisition is made in accordance with an agreement authorised in
                           advance under subsection (2); and

                  (b)      the company is not listed on a stock exchange.

(2)      The terms of the agreement for a selective off-market purchase must be authorised by a special resolution
of the company, with no votes being cast by any person whose shares are proposed to be purchased or acquired or
by his associated persons, and subsections (3) to (13) shall apply with respect to that authority and to resolutions
conferring it.

(3)     The notice specifying the intention to propose a special resolution to authorise an agreement for a selective
off-market purchase must —

                  (a)      specify a date on which the authority is to expire, being a date that must not be later than
                           the date on which the next annual general meeting of the company is or is required by
                           law to be held, whichever is the earlier; and



                                                          98
                  (b)       specify the sources of funds to be used for the purchase or acquisition including the
                            amount of financing and its impact on the company’s financial position.

(4)      The special resolution authorising a selective off-market purchase referred to in subsection (2) must state
the expiry date referred to in subsection (3) (a).

(5)      The authority referred to in subsection (2) may, from time to time, be varied or revoked by a special
resolution with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his
associated persons.

(6)      For the purposes of subsections (2) and (5) —

                  (a)       a member or his associated persons who holds any of the shares to which the resolution
                            relates is regarded as exercising the voting rights carried by those shares not only if he
                            votes in respect of them on a poll on the question whether the resolution shall be passed,
                            but also if he votes on the resolution otherwise than on a poll;

                  (b)       notwithstanding anything in the company’s articles, any member of the company may
                            demand a poll on that question; and

                  (c)       a vote and a demand for a poll by a person as proxy for a member or any of his associated
                            persons are the same respectively as a vote and a demand by the member.

(7)      The special resolution referred to in subsection (2) is not effective for the purposes of this section unless (if
the proposed agreement is in writing) a copy of the agreement or (if not) a written memorandum of its terms is
available for inspection by members of the company both —

                  (a)       at the company’s registered office for not less than 15 days ending with the date of the
                            meeting at which the resolution is passed; and

                  (b)       at the meeting itself.

(8)      A memorandum of terms so made available must include the names of any members holding shares to
which the agreement relates and where a member holds such shares as nominee for another person, the name of that
other person; and a copy of the agreement so made available must have annexed to it a written memorandum
specifying any such names which do not appear in the agreement itself.

(9)      A company may agree to a variation of an existing agreement so approved, but only if the variation is
authorised, before it is agreed to, by a special resolution of the company, with no votes being cast by any person
whose shares are proposed to be purchased or acquired or by his associated persons.

(10)     Subsections (3) to (7) shall apply to the authority for a proposed variation as they apply to the authority for
a proposed agreement except that a copy of the original agreement or (as the case may require) a memorandum of its
terms, together with any variations previously made, must also be available for inspection in accordance with
subsection (7).

(11)     The rights of a company under an agreement for a selective off-market purchase approved under this
section shall not be capable of being assigned except by order of the Court made pursuant to any provision of this
Act or any other written law.

(12)     An agreement by a company to release its rights under an agreement for a selective off-market purchase
approved under this section is void unless the terms of the release agreement are approved in advance before the
agreement is entered into by a special resolution of the company with no votes being cast by any person whose
shares are proposed to be purchased or acquired or by his associated persons; and subsections (3) to (7) shall apply
to the approval for a proposed release agreement as they apply to authority for the proposed variation of an existing
agreement.

(13)    A resolution to confer or vary authority for a selective off-market purchase under this section may
determine the maximum price for purchase or acquisition by —
                                                       99
                 (a)      specifying a particular sum; or

                 (b)      providing a basis or formula for calculating the amount of the price in question without
                          reference to any person’s discretion or opinion.

(14)    For the purposes of this section, “associated person” in relation to a person means —

                 (a)      the person’s spouse, child or step-child; or

                 (b)      a person who would, by virtue of section 7(5), be treated as an associate of the first-
                          mentioned person.



                                        Authority for market acquisition

76E.(1) A company shall not make a purchase or acquisition of its own shares on a stock exchange (referred to in
this section as a market purchase) unless the purchase or acquisition has been authorised in advance by the company
in general meeting.

(2)     The notice specifying the intention to propose the resolution to authorise a market purchase must —

                 (a)      specify the maximum number of shares or the maximum percentage of ordinary issued
                          share capital authorised to be purchased or acquired;

                 (b)      determine the maximum price which may be paid for the shares;

                 (c)      specify a date on which the authority is to expire, being a date that must not be later than
                          the date on which the next annual general meeting of the company is or is required by
                          law to be held, whichever is the earlier; and

                 (d)      specify the sources of funds to be used for the purchase or acquisition including the
                          amount of financing and its impact on the company’s financial position.

(3)      The authority for a market purchase may be unconditional or subject to conditions and must state the
particulars referred to in subsection (2)(a), (b) and (c).

(4)      The authority for a market purchase may, from time to time, be varied or revoked by the company in
general meeting but the variation must comply with subsections (2) and (3).

(5)   A resolution to confer or vary authority for a market purchase under this section may determine the
maximum price for purchase or acquisition by —

                 (a)      specifying a particular sum; or

                 (b)      providing a basis or formula for calculating the amount of the price in question without
                          reference to any person’s discretion or opinion.



              Payments to be made out of distributable profits and company not to be insolvent

76F.(1) A payment made by a company in consideration of —

                 (a)      acquiring any right with respect to the purchase or acquisition of its own shares in
                          accordance with section 76C, 76D or 76E;

                 (b)      the variation of an agreement approved under section 76D; or

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                  (c)      the release of any of the company’s obligations with respect to the purchase or
                           acquisition of any of its own shares under an agreement approved under section 76D,

must be made out of the company’s distributable profits.

(2)      If the requirements in subsection (1) are not satisfied in relation to an agreement —

                  (a)      in a case within subsection (1) (a), no purchase or acquisition by the company of its own
                           shares in pursuance of that agreement is lawful;

                  (b)      in a case within subsection (1) (b) , no such purchase or acquisition following the
                           variation is lawful; and

                  (c)      in a case within subsection (1) (c), the purported release is void.

(3)      Every director or manager of a company who —

                  (a)      approves or authorises the purchase or acquisition of the company’s own shares knowing
                           that the company is insolvent or will become insolvent as a result of the purchase or
                           acquisition; or

                  (b)      wilfully makes or authorises the making of a payment referred to in subsection (1) out of
                           what he knows are not distributable profits,

shall, without prejudice to any other liability, be guilty of an offence and shall be liable on conviction to a fine not
exceeding $5,000 or to imprisonment for a term not exceeding 12 months; and shall also be liable to the creditors of
the company for the amount of the debts due by the company to them respectively to the extent by which the amount
paid as consideration as described in subsection (1) has exceeded the distributable profits and such amount may be
recovered by the creditors or the liquidator suing on behalf of the creditors.

(4)      For the purposes of this section —

                  (a)      “distributable profits” means profits that are available for payment as dividends but
                           excludes any amount in —

                           (i)      the share premium account referred to in section 69 (1); and

                           (ii)     the capital redemption reserve referred to in sections 70 (7) and 76G;

                  (b)      a company is insolvent if either —

                           (i)      the company is unable to pay its debts as they become due in the normal course
                                    of business; or

                           (ii)     the value of the company’s assets is less than the value of its liabilities,
                                    including contingent liabilities.

(5)      In determining for the purposes of subsection (4) whether the value of a company’s assets is less than the
value of its liabilities, including contingent liabilities, the directors or managers of a company —

                  (a)      must have regard to —

                           (i)      the most recent financial statements of the company that comply with this Act;
                                    and

                           (ii)     all other circumstances that the directors or managers know or ought to know
                                    affect, or may affect, the value of the company’s assets and the value of the
                                    company’s liabilities, including its contingent liabilities;

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                  (b)      may rely on valuations of assets or estimates of liabilities that are reasonable in the
                           circumstances.

(6)    In determining, for the purposes of subsection (5), the value of a contingent liability, the directors or
managers of a company may take into account —

                  (a)      the likelihood of the contingency occurring; and

                  (b)      any claim the company is entitled to make and can reasonably expect to be met to reduce
                           or extinguish the contingent liability.



                                            Capital redemption reserve

76G.(1) Where, under section 76B, 76C, 76D or 76E, shares of a company are purchased or acquired, the amount
by which the company’s issued share capital is diminished in accordance with section 76B(5) on cancellation of the
shares purchased or acquired shall be transferred to a reserve called “the capital redemption reserve”.

(2)       The provisions of this Act relating to the reduction of the share capital of a company shall apply as if the
capital redemption reserve were paid-up share capital of the company, except that the reserve may be applied by the
company in paying up its unissued shares to be allotted to members of the company as fully paid bonus shares.



                                          Options over unissued shares.

77.(1) An option granted after 29th December 1967 by a public company which enables any person to take up
unissued shares of the company after a period of 5 years has elapsed from the date on which the option was granted
shall be void.

(1A)     An option granted on or after the commencement of the Companies (Amendment) Act 1998 by a public
company which enables any employee of that company or its related corporation (including any director holding a
salaried office or employment in that company or corporation) to take up unissued shares of the company after a
period of 10 years had elapsed from the date on which the option was granted shall be void and subsection (1) shall
not apply to such an option.

(2)      Subsection (1) or (1A) shall not apply in any case where the holders of debentures have an option to take
up shares of the company by way of redemption of the debentures.



                        Power of company to pay interest out of capital in certain cases.

78.       Where any shares of a company are issued for the purpose of raising money to defray the expenses of the
construction of any works or buildings or the provision of any plant which cannot be made profitable for a long
period, the company may pay interest on so much of such share capital as is for the time being paid up and charge
the interest so paid to capital as part of the cost of the construction or provision but —

                  (a)      no such payment shall be made unless it is authorised, by the articles or by special
                           resolution, and is approved by the Court;

                  (b)      before approving any such payment, the Court may at the expense of the company
                           appoint a person to inquire and report as to the circumstances of the case, and may
                           require the company to give security for the payment of the costs of the inquiry;

                  (c)      the payment shall be made only for such period as is determined by the Court, but in no
                           case extending beyond a period of 12 months after the works or buildings have been
                           actually completed or the plant provided;
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                  (d)      the rate of interest shall in no case exceed 5% per annum or such other rate as is for the
                           time being prescribed; and

                  (e)      the payment of the interest shall not operate as a reduction of the shares in respect of
                           which it is paid.



                                      Division 4 — Substantial shareholdings



                                    Application and interpretation of Division.

79.(1) This section shall have effect for the purposes of this Division but shall not prejudice the operation of any
other provision of this Act.

(2)      A reference to a company is a reference —

                  (a)      to a company all or any of the shares in which are listed for quotation on the official list
                           of a stock exchange as defined in the Securities Industry Act;

                  (b)      to a body corporate, being a body incorporated in Singapore, that is for the time being
                           declared by the Minister, by notification in the Gazette, to be a company for the purposes
                           of this Division; or

                  (c)      to a body, not being a body corporate formed in Singapore, that is for the time being
                           declared by the Minister, by notification in the Gazette, to be a company for the purposes
                           of this Division.

(3)     In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of
a person in any such stock shall be deemed to be an interest in an issued share in the company having the same
nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.

(4)      A reference in the definition of “voting share” in section 4 (1) to a body corporate includes a reference to a
body referred to in subsection (2) (c).



                                     Persons obliged to comply with Division.

80.(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or
not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on
business in Singapore or not.

(2)      This Division extends to acts done or omitted to be done outside Singapore.



                             Substantial shareholdings and substantial shareholders.

81.(1) For the purposes of this Division, a person has a substantial shareholding in a company if he has an interest
or interests in one or more voting shares in the company and the nominal amount of that share, or the aggregate of
the nominal amounts of those shares, is not less than 5% of the aggregate of the nominal amount of all the voting
shares in the company.

(2)      For the purposes of this Division, a person has a substantial shareholding in a company, being a company
the share capital of which is divided into two or more classes of shares, if he has an interest or interests in one or

                                                         103
more voting shares included in one of those classes and the nominal amount of that share, or the aggregate of the
nominal amounts of those shares, is not less than 5% of the nominal amount of all the voting shares included in that
class.

(3)     For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial
shareholder in that company.

(4)      Every person who, on 15th November 1974 —

                  (a)       has an interest or interests in one or more voting shares in a company; or

                  (b)       in the case of a company the share capital of which is divided into two or more classes of
                            shares, has an interest or interests in one or more voting shares included in one of those
                            classes,

and the nominal value of that share or the aggregate of the nominal amount of those shares is equal to 5% or more
but less than 10% of the aggregate of the nominal amount of all the voting shares in the company has a substantial
shareholding in the company and is a substantial shareholder of that company and shall be under an obligation to
give notice in writing to the company stating full particulars of the voting shares in the company in which he has an
interest or interests and the full particulars of each such interest and of the circumstances by reason of which he has
that interest.

(5)      This Division shall apply to a substantial shareholder under subsection (4).



                             Substantial shareholder to notify company of his interests.

82.(1) A person who is a substantial shareholder in a company shall give notice in writing to the company stating
his name and address and full particulars (including unless the interest or interests cannot be related to a particular
share or shares the name of the person who is registered as the holder) of the voting shares in the company in which
he has an interest or interests and full particulars of each such interest and of the circumstances by reason of which
he has that interest.

(2)      The notice shall be given —

                  (a)       if the person was a substantial shareholder on 1st October 1971 — within one month after
                            that date; or

                  (b)       if the person became a substantial shareholder after that date — within two days after
                            becoming a substantial shareholder.

(3)      The notice shall be so given notwithstanding that the person has ceased to be a substantial shareholder
before the expiration of whichever period referred to in subsection (2) is applicable.



                        Substantial shareholder to notify company of change in his interests.

83.(1) Where there is a change in the interest or interests of a substantial shareholder in a company in voting
shares in the company, he shall give notice in writing to the company stating his name and full particulars of the
change, including the date of the change and the circumstances by reason of which that change has occurred.

(2)      The notice shall be given within two days after the date of the change.

(3)      For the purposes of subsection (1), where a substantial shareholder in a company acquires or disposes of
voting shares in the company there shall be deemed to be a change in the interest or interests of the substantial
shareholder in the voting shares in that company.

                                                          104
                        Person who ceases to be substantial shareholder to notify company.

84.(1) A person who ceases to be a substantial shareholder in a company shall give notice in writing to the
company stating his name and the date on which he ceased to be a substantial shareholder and full particulars of the
circumstances by reason of which he ceased to be a substantial shareholder.

(2)      The notice shall be given within two days after the person ceased to be a substantial shareholder.



                                        References to operation of section 7.

85.      The circumstances required to be stated in the notice under section 82, 83 or 84 include circumstances by
reason of which, having regard to section 7 —

                  (a)      a person has an interest in voting shares;

                  (b)      a change has occurred in an interest in voting shares; or

                  (c)      a person has ceased to be a substantial shareholder in a company,

respectively.



                                         Persons holding shares as trustees.

86.(1) A person who holds voting shares in a company, being voting shares in which a non-resident has an
interest, shall give to the non-resident a notice in the prescribed form as to the requirements of this Division.

(2)      The notice shall be given —

                  (a)      if the first-mentioned person holds the shares on 1st October 1971 — within 14 days after
                           that date; or

                  (b)      if the first-mentioned person did not hold the shares on that date — within two days after
                           becoming the holder of the shares.

(3)      In this section, “non-resident” means a person who is not resident in Singapore or a body corporate that is
not incorporated in Singapore.

(4)      Nothing in this section affects the operation of section 80.



                         Registrar may extend time for giving notice under this Division.

87.       The Registrar may, on the application of a person who is required to give a notice under this Division, in
his discretion, extend, or further extend, the time for giving the notice.



                              Company to keep register of substantial shareholders.

88.(1)   A company shall keep a register in which it shall forthwith enter —


                                                          105
                  (a)       in alphabetical order the names of persons from whom it has received a notice under
                            section 82; and

                  (b)       against each name so-entered, the information given in the notice and, where it receives a
                            notice under section 83 or 84, the information given in that notice.

(2)      The register shall be kept at the registered office of the company, or, if the company does not have a
registered office, at the principal place of business of the company in Singapore and shall be open for inspection by
a member of the company without charge and by any other person on payment for each inspection of a sum of $2 or
such lesser sum as the company requires.

(3)      A person may request the company to furnish him with a copy of the register or any part of the register on
payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof
required to be copied and the company shall send the copy to that person, within 14 days or such longer period as
the Registrar thinks fit, after the day on which the request is received by the company.

(4)       The Registrar may at any time in writing require the company to furnish him with a copy of the register or
any part of the register and the company shall furnish the copy within 7 days after the day on which the requirement
is received by the company.

(5)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case
of a continuing offence to a further fine of $500 for every day during which the offence continues after conviction.

(6)      A company is not, by reason of anything done under this Division —

                  (a)       to be taken for any purpose to have notice of; or

                  (b)       to be put upon inquiry as to,

a right of a person to or in relation to a share in the company.



                                          Offences against certain sections.

89.     A person who fails to comply with section 82, 83, 84 or 86 shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 for
every day during which the offence continues after conviction.



                                               Defence to prosecutions.

90.(1) It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if the defendant proves
that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to
constitute the offence and that —

                  (a)       he was not so aware on the date of the summons; or

                  (b)       he became so aware less than 7 days before the date of the summons.

(2)     For the purposes of subsection (1), a person shall conclusively be presumed to have been aware of a fact or
occurrence at a particular time —

                  (a)       of which he would, if he had acted with reasonable diligence in the conduct of his affairs,
                            have been aware at that time; or


                                                            106
                  (b)       of which an employee or agent of the person, being an employee or agent having duties
                            or acting in relation to his master’s or principal’s interest or interests in a share or shares
                            in the company concerned, was aware or would, if he had acted with reasonable diligence
                            in the conduct of his master’s or principal’s affairs, have been aware at that time.



                        Powers of Court with respect to defaulting substantial shareholders.

91.(1) Where a person is a substantial shareholder, or at any time after 1st October 1971 has been a substantial
shareholder in a company and has failed to comply with section 82, 83 or 84, the Court may, on the application of
the Minister, whether or not that failure still continues, make one or more of the following orders:

                  (a)       an order restraining the substantial shareholder from disposing of any interest in shares in
                            the company in which he is or has been a substantial shareholder;

                  (b)       an order restraining a person who is, or is entitled to be registered as, the holder of shares
                            referred to in paragraph (a) from disposing of any interest in those shares;

                  (c)       an order restraining the exercise of any voting or other rights attached to any share in the
                            company in which the substantial shareholder has or has had an interest;

                  (d)       an order directing the company not to make payment, or to defer making payment, of any
                            sum due from the company in respect of any share in which the substantial shareholder
                            has or has had an interest;

                  (e)       an order directing the sale of all or any of the shares in the company in which the
                            substantial shareholder has or has had an interest;

                  (f)       an order directing the company not to register the transfer or transmission of specified
                            shares;

                  (g)       an order that any exercise of the voting or other rights attached to specified shares in the
                            company in which the substantial shareholder has or has had an interest be disregarded;

                  (h)       for the purposes of securing compliance with any other order made under this section, an
                            order directing the company or any other person to do or refrain from doing a specified
                            act.

(2)      Any order made under this section may include such ancillary or consequential provisions as the Court
thinks just.

(3)      An order made under this section directing the sale of a share may provide that the sale shall be made
within such time and subject to such conditions, if any, as the Court thinks fit, including, if the Court thinks fit, a
condition that the sale shall not be made to a person who is, or, as a result of the sale, would become a substantial
shareholder in the company.

(4)       The Court may direct that, where a share is not sold in accordance with an order of the Court under this
section, the share shall vest in the Registrar.

(5)        The Court shall, before making an order under this section and in determining the terms of such an order,
satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.

(6)        The Court shall not make an order under this section, other than an order restraining the exercise of voting
rights, if it is satisfied —

                  (a)       that the failure of the substantial shareholder to comply as mentioned in subsection (1)
                            was due to his inadvertence or mistake or to his not being aware of a relevant fact or
                            occurrence; and
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                  (b)      that in all the circumstances, the failure ought to be excused.

(7)     The Court may, before making an order under this section, direct that notice of the application be given to
such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or
both.

(8)      The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of
such an order.

(9)       Section 347 applies in relation to a share that vests in the Registrar under this section as it applies in
relation to an estate or interest in property vested in the Official Receiver under the first-mentioned section.

(10)     Any person who contravenes or fails to comply with an order made under this section that is applicable to
him shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and in the case of a
continuing offence to a further fine of $500 for every day during which the offence continues after conviction.

(11)     Subsection (10) does not affect the powers of the Court in relation to the punishment of contempt of the
Court.



               Power of company to require disclosure of beneficial interest in its voting shares.

92.(1) Any company all of the shares in which are listed for quotation on the official list of a stock exchange (as
defined in the Securities Industry Act) may by notice in writing require any member of the company within such
reasonable time as is specified in the notice —

                  (a)      to inform it whether he holds any voting shares in the company as beneficial owner or as
                           trustee; and

                  (b)      if he holds them as trustee, to indicate so far as he can the persons for whom he holds
                           them (either by name or by other particulars sufficient to enable those persons to be
                           identified) and the nature of their interest.

(2)       Where a company is informed in pursuance of a notice given to any person under subsection (1) or under
this subsection that any other person has an interest in any of the voting shares in a company, the company may by
notice in writing require that other person within such reasonable time as is specified in the notice —

                  (a)      to inform it whether he holds that interest as beneficial owner or as trustee; and

                  (b)      if he holds it as trustee, to indicate so far as he can the persons for whom he holds it
                           (either by name or by other particulars sufficient to enable them to be identified) and the
                           nature of their interest.

(3)      Any company to which this section applies may by notice in writing require any member of the company to
inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any
voting shares in the company held by him are the subject of an agreement or arrangement under which another
person is entitled to control his exercise of those rights and, if so, to give particulars of the agreement or
arrangement and the parties to it.

(4)      Whenever a company receives information from a person in pursuance of a requirement imposed on him
under this section with respect to shares held by a member of the company, it shall be under an obligation to inscribe
against the name of that member in a separate part of the register kept by it under section 88 —

                  (a)      the fact that the requirement was imposed and the date on which it was imposed; and

                  (b)      the information received in pursuance of the requirement.


                                                         108
(5)       Section 88 shall apply in relation to the part of the register referred to in subsection (4) as it applies in
relation to the remainder of the register and as if references to subsection (1) of that section included references to
subsection (4).

(6)      Subject to subsection (7), any person who —

                  (a)      fails to comply with a notice under this section; or

                  (b)      in purported compliance with such a notice makes any statement which he knows to be
                           false in a material particular or recklessly makes any statement which is false in a
                           material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for
a term not exceeding 2 years.

(7)      A person shall not be guilty of an offence under subsection (6) (a) if he proves that the information in
question was already in the possession of the company or that the requirement to give it was for any other reason
frivolous or vexatious.



                                              Division 5 —Debentures



                              Register of debenture holders and copies of trust deed.

93.(1) Every company which issues debentures (not being debentures transferable by delivery) shall keep a
register of holders of the debentures at the registered office of the company or at some other place in Singapore.

(2)      Every company shall within 7 days after the register is first kept at a place other than the registered office
lodge with the Registrar notice of the place where the register is kept and shall, within 7 days after any change in the
place at which the register is kept, lodge with the Registrar notice of the change.

(3)     The register shall except when duly closed be open to the inspection of the registered holder of any
debentures and of any holder of shares in the company and shall contain particulars of the names and addresses of
the debenture holders and the amount of debentures held by them.

(4)      For the purposes of this section, a register shall be deemed to be duly closed if closed in accordance with
the provisions contained in the articles or in the debentures or debenture stock certificates, or in the trust deed or
other document relating to or securing the debentures, during such periods (not exceeding in the aggregate 30 days
in any calendar year) as is therein specified.

(5)      Every registered holder of debentures and every holder of shares in a company shall at his request be
supplied by the company with a copy of the register of the holders of debentures of the company or any part thereof
on payment of $1 for every page or part thereof required to be copied, but the copy need not include any particulars
as to any debenture holder other than his name and address and the debentures held by him.

(6)      A copy of any trust deed relating to or securing any issue of debentures shall be forwarded by the company
to a holder of those debentures at his request on payment of the sum of $3 or such less sum as is fixed by the
company, or where the copy has to be specially made to meet the request on payment of $1 for every page or part
thereof required to be copied.

(7)      If inspection is refused, or a copy is refused or not forwarded within a reasonable time (but not more than
one month) after a request has been made pursuant to this section, the company and every officer of the company
who is in default shall be guilty of an offence.

(8)     A company which issues debentures may cause to be kept in any place outside Singapore a branch register
of debenture holders which shall be deemed to be part of the company’s register of debenture holders and Division 4
                                                        109
of Part V shall with such adaptations as are necessary apply to and in relation to the keeping of a branch register of
debenture holders.

(9)      If a company fails to comply with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.



                                        Specific performance of contracts.

94.      A contract with a company to take up and pay for any debentures of the company may be enforced by an
order for specific performance.



                                               Perpetual debentures.

95.      A condition in any debenture or in any deed for securing any debentures whether the debenture or deed is
issued or made before or after 29th December 1967 shall not be invalid by reason only that the debentures are
thereby made irredeemable or redeemable only on the happening of a contingency however remote or on the
expiration of a period however long, any rule of law or equity to the contrary notwithstanding.



                                         Reissue of redeemed debentures.

96.(1)   Where a company has redeemed any debentures whether before or after 29th December 1967 —

                  (a)      unless any provision to the contrary, whether express or implied, is contained in the
                           articles or in any contract entered into by the company; or

                  (b)      unless the company has, by passing a resolution to that effect or by some other act,
                           manifested its intention that the debentures shall be cancelled,

the company shall have and shall be deemed always to have had power to reissue the debentures, either by reissuing
the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one
debenture in place of another under this subsection, whether the reissue or issue was made before or after that date,
shall not be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number
of debentures that may be issued by the company.

(2)     After the reissue the person entitled to the debentures shall have and shall be deemed always to have had
the same priorities as if the debentures had never been redeemed.

(3)      Where a company has either before or after 29th December 1967 deposited any of its debentures to secure
advances on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only
of the account of the company having ceased to be in debit while the debentures remain so deposited.



                                 Qualifications of trustee for debenture holders.

97.(1) Subject to this section, every corporation which offers debentures to the public for subscription or purchase
in Singapore after 29th December 1967 shall make provision in those debentures or in a trust deed relating to those
debentures for the appointment of a trustee corporation as trustee for the holders of the debentures.




                                                         110
(2)       Where a borrowing corporation is required to appoint a trustee for the holders of any debentures in
accordance with subsection (1) it shall not allot any of those debentures until the appointment has been made and the
trustee corporation has consented to act as trustee.

(3)      Without leave of the Court, a trustee corporation shall not be appointed, hold office or act as trustee for the
holders of debentures of a borrowing corporation if that trustee corporation is —

                  (a)      a shareholder who beneficially holds shares in the borrowing corporation;

                  (b)      beneficially entitled to moneys owed by the borrowing corporation to it;

                  (c)      a corporation that has entered into a guarantee in respect of the principal debt secured by
                           those debentures or in respect of interest thereon; or

                  (d)      a corporation that is by virtue of section 6 deemed to be related to —

                           (i)      any corporation of a kind referred to in paragraphs (a) to (c); or

                           (ii)     the borrowing corporation.

(4)     Notwithstanding anything in subsection (3), that subsection shall not prevent a trustee corporation from
being appointed, holding office or acting as trustee for the holders of debentures of a borrowing corporation by
reason only that —

                  (a)      the borrowing corporation owes to the trustee corporation or to a corporation that is
                           deemed by virtue of section 6 to be related to the trustee corporation any moneys so long
                           as such moneys are —

                           (i)      moneys that (not taking into account any moneys referred to in sub-paragraphs
                                    (ii) and (iii)) do not, at the time of the appointment or at any time within a period
                                    of 3 months after the debentures are first offered to the public, exceed 10% of
                                    the amount of the debentures proposed to be offered to the public within that
                                    period and do not, at any time after the expiration of that period, exceed 10% of
                                    the amount owed by the borrowing corporation to the holders of the debentures;

                           (ii)     moneys that are secured by, and only by, a first mortgage over land of the
                                    borrowing corporation, or by any debentures issued by the borrowing
                                    corporation to the public or by any debentures not issued to the public which are
                                    issued pursuant to the same trust deed as that creating other debentures issued at
                                    any time by the borrowing corporation to the public or by any debentures to
                                    which the trustee corporation, or a corporation that is by virtue of section 6
                                    deemed to be related to the trustee corporation, is not beneficially entitled; or

                           (iii)    moneys to which the trustee corporation, or a corporation that is by virtue of
                                    section 6 deemed to be related to the trustee corporation, is entitled as trustee for
                                    holders of any debentures of the borrowing corporation in accordance with the
                                    terms of the debentures or of the relevant trust deed; or

                  (b)      the trustee corporation, or a corporation that is deemed by virtue of section 6 to be related
                           to the trustee corporation, is a shareholder of the borrowing corporation in respect of
                           shares that it beneficially holds, so long as the shares in the borrowing corporation
                           beneficially held by the trustee corporation and by all other corporations that are deemed
                           by virtue of section 6 to be related to it, do not carry the right to exercise more than 5% of
                           the voting power at any general meeting of the borrowing corporation.

(5)      Nothing in subsection (3) shall —

                  (a)      affect the operation of any debentures or trust deed issued or executed before 29th
                           December 1967; or
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                  (b)      apply to or in relation to the trustee for the holders of any such debentures,

unless pursuant to any such debentures or trust deed a further offer of debentures is made to the public after that
date.

(6)      Nothing in this Division shall apply to a prescribed corporation, and a prescribed corporation which offers
debentures to the public for subscription or purchase in Singapore shall not be required to make provision in those
debentures or in a trust deed relating to those debentures for the appointment of a trustee corporation as trustee for
the holders of the debentures.

(7)       Where a prescribed corporation, which offers debentures to the public for subscription or purchase in
Singapore, makes provision in those debentures or in a trust deed relating to those debentures for the appointment of
a trustee (whether or not a trustee corporation) for the holders of the debentures, nothing in this Division shall apply
to those debentures, the trust deed and the trustee.

(8)      In subsections (6) and (7), “prescribed corporation” means —

                  (a)      a banking corporation; or

                  (b)      a corporation or class of corporation which has been declared by the Minister by
                           notification in the Gazette to be a prescribed corporation for the purposes of this section.

(9)      The Minister may by notification in the Gazette —

                  (a)      specify terms and conditions subject to which subsection (6) shall have effect in relation
                           to a prescribed corporation; or

                  (b)      vary or revoke any declaration or specification made under this section.

(10)      If default is made in complying with this section, the corporation and every officer of the corporation who
is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to
a default penalty.



                                               Retirement of trustees.

98.(1) Notwithstanding anything in any Act or in the relevant debentures or trust deed but subject to section 97 (6)
and (7), a trustee for the holders of debentures shall not cease to be the trustee until a corporation qualified pursuant
to section 97 for appointment as trustee for the holders of the debentures has been appointed to be the trustee for the
holders of the debentures and has taken office as such.

(2)      Where provision has been made in the debentures or in the relevant trust deed for the appointment of a
successor to a trustee for the holders of the debentures upon retirement or otherwise, the successor may, subject to
section 97, be appointed in accordance with such provision.

(3)      Where no provision has been made in the debentures or in the relevant trust deed for the appointment of a
successor to a retiring trustee the borrowing corporation may appoint a successor which is qualified for appointment
pursuant to section 97.

(4)      Notwithstanding anything in this Act or in any debentures or trust deed, a borrowing corporation may, with
the consent of an existing trustee for the holders of the debentures, appoint as successor to the existing trustee any
corporation which is qualified for appointment pursuant to section 97 and which is deemed by virtue of section 6 to
be related to the existing trustee.

(5)       Where the trustee for the holders of the debentures has ceased to exist or to be qualified under section 97 or
fails or refuses to act or is disqualified under that section, the Court may, on the application of the borrowing
corporation or the trustee for the holders of the debentures or the holder of any of the debentures or the Minister,
appoint any corporation qualified pursuant to section 97 to be the trustee for the holders of the debentures in place of
                                                          112
the trustee which has ceased to exist or to be qualified or which has failed or refused to act as trustee or is
disqualified as aforesaid.

(6)       Where a successor is appointed to be a trustee in place of any trustee the successor shall within one month
after the appointment lodge with the Registrar notice in the prescribed form of the appointment.

(7)      Any person who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.



                                               Contents of trust deed.

99.(1) Where a corporation offers debentures to the public for subscription in Singapore, the debentures or the
relevant trust deed shall contain a limitation on the amount that the borrowing corporation may pursuant to those
debentures or that deed borrow and shall contain covenants by the borrowing corporation, or if the debentures do not
or the trust deed does not expressly contain those covenants they or it shall be deemed to contain covenants by the
borrowing corporation, to the following effect:

                  (a)      that the borrowing corporation will use its best endeavours to carry on and conduct its
                           business in a proper and efficient manner;

                  (b)      that, to the same extent as if the trustee for the holders of the debentures or any approved
                           company auditor appointed by the trustee were a director of the corporation, the
                           borrowing corporation will —

                           (i)      make available for its or his inspection the whole of the accounting or other
                                    records of the borrowing corporation; and

                           (ii)     give to it or him such information as it or he requires with respect to all matters
                                    relating to the accounting or other records of the borrowing corporation; and

                  (c)      that the borrowing corporation will, on the application of persons holding not less than
                           10% in nominal value of the issued debentures to which the covenant relates delivered to
                           its registered office, by giving notice —

                           (i)      to each of the holders of those debentures (other than debentures payable to
                                    bearer) at his address as specified in the register of debentures; and

                           (ii)     by an advertisement in at least 4 local daily newspapers, one each published in
                                    the English, Malay, Chinese and Tamil languages addressed to all holders of
                                    those debentures,

summon a meeting of the holders of those debentures to consider the accounts and balance-sheet which were last
lodged with the trustee for the holders of the debentures by the borrowing corporation and to give to the trustee
directions in relation to the exercise of the trustee’s powers, such meeting to be held at a time and place specified in
the notice and advertisement under the chairmanship of a person nominated by the trustee or such other person as is
appointed in that behalf by the holders of those debentures present at the meeting.

(2)      Where, after 29th December 1967, any debenture (other than a debenture lawfully issued pursuant to a trust
deed executed before that date) is issued and neither the debenture nor the trust deed relating to the issue of the
debenture expressly contains the limitation on the amount that the borrowing corporation may borrow and the
covenants referred to in subsection (1), the corporation that issued the debenture and every officer of the corporation
who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.



                         Power of Court in relation to certain irredeemable debentures.

                                                          113
100.(1) Notwithstanding anything in any debenture or trust deed, the security for any debentures which are
irredeemable or redeemable only on the happening of a contingency shall, if the Court so orders, be enforceable,
forthwith or at such other time as the Court directs if on the application of the trustee for the holders of the
debentures or (where there is no trustee) on the application of the holder of any of the debentures the Court is
satisfied that —

                 (a)      at the time of the issue of the debentures the assets of the corporation which constituted
                          or were intended to constitute the security therefor were sufficient or likely to become
                          sufficient to discharge the principal debt and any interest thereon;

                 (b)      the security, if realised under the circumstances existing at the time of the application,
                          would be likely to bring not more than 60% of the principal sum of moneys outstanding
                          (regard being had to all prior charges and charges ranking pari passu if any); and

                 (c)      the assets covered by the security, on a fair valuation on the basis of a going concern after
                          allowing a reasonable amount for depreciation are worth less than the principal sum and
                          the borrowing corporation is not making sufficient profit to pay the interest due on the
                          principal sum or (where no definite rate of interest is payable) interest thereon at such
                          rate as the Court considers would be a fair rate to expect from a similar investment.

(2)     Subsection (1) shall not affect any power to vary rights or accept any compromise or arrangement created
by the terms of the debentures or the relevant trust deed or under a compromise or arrangement between the
borrowing corporation and creditors.



                                                Duties of trustees.

101.(1) A trustee for the holders of debentures —

                 (a)      shall exercise reasonable diligence to ascertain whether or not the assets of the borrowing
                          corporation and of each of its guarantor corporations which are or may be available
                          whether by way of security or otherwise are sufficient or are likely to be or become
                          sufficient to discharge the principal debt as and when it becomes due;

                 (b)      shall satisfy itself that each prospectus relating to the debentures does not contain any
                          matter which is inconsistent with the terms of the debentures or with the relevant trust
                          deed;

                 (c)      shall ensure that the borrowing corporation complies with Division 8 of this Part so far as
                          it relates to the debentures and is applicable;

                 (d)      shall exercise reasonable diligence to ascertain whether or not the borrowing corporation
                          and each of its guarantor corporations have committed any breach of the covenants, terms
                          and provisions of the debentures or the trust deed;

                 (e)      except where it is satisfied that the breach will not materially prejudice the security, if
                          any, for the debentures or the interests of the holders of the debentures shall take all steps
                          and do all such things as it is empowered to do to cause the borrowing corporation and
                          any of its guarantor corporations to remedy any breach of those covenants, terms and
                          provisions;

                 (f)      where the borrowing corporation or any of its guarantor corporations fails when so
                          required by the trustee to remedy any breach of the covenants, terms and provisions of
                          the debentures or the trust deed, may place the matter before a meeting of holders of the
                          debentures, submit such proposals for the protection of their investment as the trustee
                          considers necessary or appropriate and obtain the directions of the holders in relation
                          thereto; and

                                                        114
                  (g)      where the borrowing corporation submits to those holders a compromise or arrangement,
                           shall give to them a statement explaining the effect of the compromise or arrangement
                           and, if it thinks fit, recommend to them an appropriate course of action to be taken by
                           them in relation thereto.

(2)       Where, after due inquiry, the trustee for the holders of the debentures at any time is of the opinion that the
assets of the borrowing corporation and of any of its guarantor corporations which are or should be available
whether by way of security or otherwise, are insufficient, or likely to become insufficient, to discharge the principal
debt as and when it becomes due, the trustee may apply to the Minister for an order under this subsection and the
Minister may, on such application, after giving the borrowing corporation an opportunity of making representations
in relation to that application, by order in writing served on the corporation at its registered office in Singapore,
impose such restrictions on the activities of the corporation, including restrictions on advertising for deposits or
loans and on borrowing by the corporation as the Minister thinks necessary for the protection of the interests of the
holders of the debentures or the Minister may, and if the borrowing corporation so requires, shall, direct the trustee
to apply to the Court for an order under subsection (4) and the trustee shall apply accordingly.

(3)      Where —

                  (a)      after due inquiry, the trustee at any time is of the opinion that the assets of the borrowing
                           corporation and of any of its guarantor corporations which are or should be available,
                           whether by way of security or otherwise, are insufficient or likely to become insufficient,
                           to discharge the principal debt as and when it becomes due; or

                  (b)      the corporation has contravened or failed to comply with an order made by the Minister
                           under subsection (2),

the trustee may, and where the borrowing corporation has requested the trustee to do so, the trustee shall apply to the
Court for an order under subsection (4).

(4)     Where an application is made to the Court under subsection (2) or (3), the Court may, after giving the
borrowing corporation an opportunity of being heard, by order, do all or any of the following things:

                  (a)      direct the trustee to convene a meeting of the holders of the debentures for the purpose of
                           placing before them such information relating to their interests and such proposals for the
                           protection of their interests as the trustee considers necessary or appropriate, and of
                           obtaining their directions in relation thereto and give such directions in relation to the
                           conduct of the meeting as the Court thinks fit;

                  (b)      stay all or any actions or proceedings before any Court by or against the borrowing
                           corporation;

                  (c)      restrain the payment of any moneys by the borrowing corporation to the holders of
                           debentures of the corporation or to any class of such holders;

                  (d)      appoint a receiver of such of the property as constitutes the security, if any, for the
                           debentures;

                  (e)      give such further directions from time to time as may be necessary to protect the interests
                           of the holders of the debentures, the members of the borrowing corporation or any of its
                           guarantor corporations or the public,

but in making any such order the Court shall have regard to the rights of all creditors of the borrowing corporation.

(5)      The Court may vary or rescind any order made under subsection (4) as the Court thinks fit.

(6)      A trustee in making any application to the Minister or to the Court shall have regard to the nature and kind
of the security given when the debentures were offered to the public, and if no security was given shall have regard
to the position of the holders of the debentures as unsecured creditors of the borrowing corporation.

                                                          115
(7)      A trustee may rely upon any certificate or report given or statement made by any solicitor, auditor or officer
of the borrowing corporation or guarantor corporation if it has reasonable grounds for believing that such solicitor,
auditor or officer was competent to give or make the certificate, report or statement.



                              Powers of trustee to apply to Court for directions, etc.

102.(1) The trustee for the holders of debentures may apply to the Court —

                  (a)      for directions in relation to any matter arising in connection with the performance of the
                           functions of the trustee; or

                  (b)      to determine any question in relation to the interests of the holders of debentures,

and the Court may —

                  (c)      give such directions to the trustee as the Court thinks fit; and

                  (d)      if satisfied that the determination of the question will be just and beneficial, accede
                           wholly or partially to any such application on such terms and conditions as the Court
                           thinks fit or make such other order on the application as the Court thinks just.

(2)     The Court may, on an application under this section, order a meeting of all or any of the holders of
debentures to be called to consider any matters in which they are concerned and to advise the trustee thereon and
may give such ancillary or consequential directions as the Court thinks fit.

(3)     The meeting shall be held and conducted in such manner as the Court directs, under the chairmanship of a
person nominated by the trustee or such other person as the meeting appoints.



                                      Obligations of borrowing corporation.

103.(1) Where there is a trustee for the holders of any debentures of a borrowing corporation the directors of the
borrowing corporation shall —

                  (a)      at the end of a period not exceeding 3 months ending on a day (not later than 6 months
                           after 29th December 1967 or after the date of the relevant prospectus, whichever is the
                           later) which the trustee is hereby required to notify to the borrowing corporation in
                           writing; and

                  (b)      at the end of each succeeding period thereafter, being a period of 3 months or such
                           shorter time as the trustee may, in any special circumstances allow,

prepare a report that relates to that period and complies with the requirements of subsection (2) and within one
month after the end of each such period lodge a copy of the report relating to that period with the Registrar and with
the trustee.

(2)     The report referred to in subsection (1) shall be signed by not less than two of the directors on behalf of all
of them and shall set out in detail any matters adversely affecting the security or the interests of the holders of the
debentures and, without affecting the generality of subsection (1), shall state —

                  (a)      whether or not the limitations on the amount that the corporation may borrow have been
                           exceeded;




                                                          116
                  (b)      whether or not the borrowing corporation and each of its guarantor corporations have
                           observed and performed all the covenants and provisions binding upon them respectively
                           by or pursuant to the debentures or any trust deed;

                  (c)      whether or not any event has happened which has caused or could cause the debentures
                           or any provision of the relevant trust deed to become enforceable and, if so, particulars of
                           that event;

                  (d)      whether or not any circumstances affecting the borrowing corporation, its subsidiaries or
                           its guarantor corporations or any of them have occurred which materially affect any
                           security or charge included in or created by the debentures or any trust deed and, if so,
                           particulars of those circumstances;

                  (e)      whether or not there has been any substantial change in the nature of the business of the
                           borrowing corporation or any of its subsidiaries or any of its guarantor corporations since
                           the debentures were first issued to the public which has not previously been reported
                           upon as required by this section and, if so, particulars of that change; and

                  (f)      where the borrowing corporation has deposited money with or lent money to or assumed
                           any liability of a corporation which pursuant to section 6 is deemed to be related to the
                           borrowing corporation, particulars of —

                           (i)      the total amounts so deposited or loaned and the extent of any liability so
                                    assumed during the period covered by the report; and

                           (ii)     the total amounts owing to the borrowing corporation in respect of money so
                                    deposited or loaned and the extent of any liability so assumed as at the end of
                                    the period covered by the report,

distinguishing between deposits loans and assumptions of liabilities which are secured and those which are
unsecured, but not including any deposit with or loan to or any liability assumed on behalf of a corporation if that
corporation has guaranteed the repayment of the debentures of the borrowing corporation and has secured the
guarantee by a charge over its assets in favour of the trustee for the holders of the debentures of the borrowing
corporation.

(3)      Any person who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $4,000 and also to a default penalty of $1,000.

(4)       Where there is a trustee for the holders of any debentures issued by a borrowing corporation, the borrowing
corporation and each of its guarantor corporations which has guaranteed the repayment of the moneys raised by the
issue of those debentures shall (within 21 days after the creation of the charge) in writing furnish the trustee for the
holders of the debentures, whether or not any demand therefor has been made, with particulars of any charge created
by the corporation or the guarantor corporation, as the case requires, and when the amount to be advanced on the
security of the charge is indeterminate (within 7 days after the advance) with particulars of the amount or amounts in
fact advanced but where any such advances are merged in a current account with bankers or trade creditors it shall
be sufficient for particulars of the net amount outstanding in respect of any such advances to be furnished every 3
months.

(5)       The directors of every borrowing corporation and of every guarantor corporation shall, at some date not
later than 9 months after the expiration of each financial year of the corporation, cause to be made out and lodged
with the Registrar and with the trustee for the holders of the debentures, if any, a profit and loss account for the
period from the end of that financial year until the expiration of 6 months after the end of that financial year and a
balance-sheet as at the end of the period to which the profit and loss account relates.

(6)      Any person who fails to comply with subsection (5) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.

(7)     Section 201 (4) to (7) and (11) to (16) and section 207 (1), (2) and (7), shall with such adaptations as are
necessary be applicable to every profit and loss account and balance-sheet made out and lodged pursuant to
                                                       117
subsection (5) as if that profit and loss account and balance-sheet were a profit and loss account and balance-sheet
referred to in those sections.

(8)      Where the directors of a borrowing corporation do not lodge with the trustee for the holders of debentures a
report as required by subsection (1) or where the directors of a borrowing corporation or the directors of a guarantor
corporation do not lodge with the trustee the balance-sheets and profit and loss accounts as required by subsection
(5) within the time prescribed the trustee shall forthwith lodge notice of that fact with the Registrar.

(9)               (a)      Notwithstanding anything in subsection (7), a profit and loss account and balance-sheet
                           of a borrowing corporation or its guarantor corporation required to be made out and
                           lodged in accordance with subsection (5) need not be audited or the audit thereof may be
                           of a limited nature or extent if the trustee for the holders of the debentures of the
                           borrowing corporation has, by notice in writing, consented to the audit being dispensed
                           with or being of a limited nature or extent, as the case may be.

                  (b)      Where the trustee has, by notice in writing, so consented, the directors of the corporation
                           in respect of whose profit and loss account and balance-sheet the notice was given, shall
                           lodge with the Registrar a copy of the notice at the time when the profit and loss account
                           and balance-sheet to which the notice relates are lodged with the Registrar.

                  (c)      Notwithstanding anything in this section, a profit and loss account and balance-sheet of a
                           borrowing corporation or its guarantor corporation required to be made out and lodged in
                           accordance with subsection (5) may, unless the trustee for the holders of the debentures
                           of the borrowing corporation otherwise requires in writing, be based upon the value of
                           the stock in trade of the borrowing corporation or the guarantor corporation, as the case
                           may be, as reasonably estimated by the directors thereof on the basis of the values of such
                           stock in trade as adopted for the purpose of the profit and loss account and balance-sheet
                           of that corporation laid before the corporation at its last preceding annual general meeting
                           and certified in writing by the directors as such.



                           Obligation of guarantor corporation to furnish information.

104.(1) For the purpose of the preparation of a report that, by this Act, is required to be signed by or on behalf of
the directors of a borrowing corporation or any of them, that corporation may, by notice in writing, require any of its
guarantor corporations to furnish it with any information relating to that guarantor corporation which is, by this Act,
required to be contained in that report, and that guarantor corporation shall furnish the borrowing corporation with
that information before such date, being a date not earlier than 14 days after the notice is given, as may be specified
in that behalf in the notice.

(2)      A guarantor corporation which fails to comply with a requirement contained in a notice given pursuant to
subsection (1) and every officer of that corporation who is in default shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $4,000 and also to a default penalty.



                        Loans and deposits to be immediately repayable on certain events.

105.(1) Where in any prospectus issued in connection with an invitation to the public to subscribe for or to
purchase debentures of a corporation there is a statement as to any particular purpose or project for which the
moneys received by the corporation in response to the invitation are to be applied the corporation shall from time to
time make reports to the trustee for the holders of those debentures as to the progress that has been made towards
achieving such purpose or completing such project.

(2)     Each such report shall be included in the report required to be furnished to the trustee for the holders of the
debentures under section 103 (1).


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(3)       When it appears to the trustee for the holders of the debentures that such purpose or project has not been
achieved or completed within the time stated in the prospectus within which the purpose or project is to be achieved
or completed or, where no such time was stated, within a reasonable time, the trustee may and, if in his opinion it is
necessary for the protection of the interests of the holders of the debentures, shall give notice in writing to the
corporation requiring it to repay the moneys so received by the corporation and, within one month after such notice
is given, lodge with the Registrar a copy thereof.

(4)      The trustee shall not give notice pursuant to subsection (3) if he is satisfied —

                  (a)      that the purpose or project has been substantially achieved or completed;

                  (b)      that the interests of the holders of debentures have not been materially prejudiced by the
                           failure to achieve or complete the purpose or project within the time stated in the
                           prospectus or within a reasonable time; or

                  (c)      that the failure to achieve the purpose or project was due to circumstances beyond the
                           control of the corporation that could not reasonably have been foreseen by the
                           corporation at the time that the prospectus was issued.

(5)      Upon receipt by the corporation of a notice referred to in subsection (3), the corporation shall be liable to
repay, and on demand in writing by any person entitled thereto shall immediately repay to him any moneys owing to
him as the result of a loan or deposit made in response to the invitation unless —

                  (a)      before the moneys were accepted by the corporation the corporation had given notice in
                           writing to the persons from whom the moneys were received specifying the purpose or
                           project for which the moneys would in fact be used and the moneys were accepted by the
                           corporation accordingly; or

                  (b)      the corporation by notice in writing served on the holders of the debentures —

                           (i)       had specified the purpose or project for which the moneys would in fact be
                                     applied by the corporation; and

                           (ii)      had offered to repay the moneys to the holders of the debentures, and that person
                                     had not within 14 days after the receipt of the notice, or such longer time as was
                                     specified in the notice, in writing demanded from the corporation repayment of
                                     the money.

(6)      Where the corporation has given a notice in writing as provided in subsection (5), specifying the purpose or
project for which the moneys will in fact be applied by the corporation, this section shall apply and have effect as if
the purpose or project so specified in the notice was the particular purpose or project specified in the prospectus as
the purpose or project for which the moneys were to be applied.



                                    Liability of trustees for debenture holders.

106.(1) Subject to this section, any provision contained in a trust deed relating to or securing an issue of
debentures, or in any contract with the holders of debentures secured by a trust deed, shall be void in so far as it
would have the effect of exempting a trustee thereof from or indemnifying him against liability for breach of trust
where he fails to show the degree of care and diligence required of him as trustee.

(2)      Subsection (1) shall not invalidate —

                  (a)      any release otherwise validly given in respect of anything done or omitted to be done by a
                           trustee before the giving of the release; or

                  (b)      any provision enabling such a release to be given —

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                            (i)      on the agreement thereto of a majority of not less than three-fourths in nominal
                                     value of the debenture holders present and voting in person or, where proxies are
                                     permitted, by proxy at a meeting summoned for the purpose; and

                            (ii)     either with respect to specific acts or omissions or on the dissolution of the
                                     trustee or on his ceasing to act.

(3)      Subsection (1) shall not operate —

                  (a)       to invalidate any provision in force on 29th December 1967 so long as any trustee then
                            entitled to the benefit of that provision remains a trustee of the deed in question; or

                  (b)       to deprive any trustee of any exemption or right to be indemnified in respect of anything
                            done or omitted to be done by the trustee while any such provision was in force.



            Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements



                                                    Interpretation.

106A.    In this Part —

                  (a)       a reference to an offer of shares or debentures, or units of shares or debentures, to the
                            public shall be deemed to include a reference to an offer that is made pursuant to an
                            invitation to the public in relation to shares or debentures, or units of shares or
                            debentures;

                  (b)       a reference to Divisions 1 and 5 not applying to an offer of shares or debentures, or units
                            of shares or debentures, is a reference to those sections only in those Divisions which are
                            related to an offer of shares or debentures , or units of shares or debentures, to the public;
                            and

                  (c)       a reference to issuer is a reference to a corporation which issues or proposes to issue
                            shares or debentures, or units of shares or debentures.



                        Offer made by or to certain persons or under certain circumstances.

106B.(1) Divisions 1 and 5 of this Part shall not apply to an offer or invitation to the public in respect of shares or
debentures, or units of shares or debentures, if it is —

                  (a)       made in connection with a take-over scheme which is in compliance with the provisions
                            of this Act applicable to such schemes;

                  (b)       made —

                            (i)      in the case of an offer or invitation in respect of shares or debentures, in relation
                                     to shares or debentures; or

                            (ii)     in the case of an offer or invitation in respect of units of shares or debentures, in
                                     relation to units of shares or debentures,




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                           that have been previously issued and that are of a class that are quoted or listed for
                           quotation on a stock exchange in Singapore approved under the Securities Industry Act
                           (Cap. 289);

                  (c)      made, whether or not in relation to shares or debentures, or units of shares or debentures,
                           that have been previously issued, by a corporation to employees of the corporation or its
                           related corporation, where the shares or debentures, or units of shares or debentures, are
                           to be held by or for the benefit of the employees in accordance with an employee share
                           investment offer or scheme (including a share option offer or scheme) for the time being
                           in force, if —

                           (i)      the employees are not induced to purchase the shares or debentures, or units of
                                    shares or debentures, by an expectation of employment or continued
                                    employment; and

                           (ii)     no selling or promotional expenses are paid or incurred in connection with the
                                    offer or scheme, other than those incurred for administrative or professional
                                    services or incurred by way of commission or fee for services rendered by —

                                    (A)      a dealer or investment adviser licensed under the Securities Industry
                                             Act (Cap. 289);

                                    (B)      an exempt dealer under section 40 (d) of that Act; or

                                    (C)      an exempt dealer within the meaning of section 40 of that Act whose
                                             carrying on of the business of advising others concerning securities is
                                             solely incidental to the conduct of his business in dealing in securities.

(1A)     For the avoidance of doubt, nothing in subsection (1) (c) shall be construed to make an offer by a
corporation to employees of the corporation or its related corporation of any of its shares or debentures, or units of
shares or debentures, an offer to the public by reason only that such offer is made to the employees of the
corporation or its related corporation.

(2)               (a)      Divisions 1 and 5 of this Part shall not apply to any person making an offer of shares or
                           debentures, or units of shares or debentures, to the public where, on the application of any
                           person interested, the Minister declares, by order, that circumstances exist whereby —

                           (i)      the cost of providing a prospectus outweighs the resulting protection to
                                    investors; or

                           (ii)     otherwise, it would not be prejudicial to the public interest if a prospectus were
                                    dispensed with.

                  (b)      In the circumstances described in subsection (2) (a), the Minister, on making the order,
                           may impose such conditions on the offer as he considers appropriate.

                  (c)      An order made under this subsection shall be final and shall not be challenged in any
                           court.



                                  Offer made to certain institutions or persons.

106C. Divisions 1 and 5 of this Part shall not apply to an offer of shares or debentures , or units of shares or
debentures, to the public, whether or not they have been previously issued, made to —

                  (a)      a bank that is licensed under the Banking Act or a merchant bank that is approved under
                           section 28 of the Monetary Authority of Singapore Act;

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                  (b)      an insurance company that is registered under the Insurance Act or a trust company
                           registered under the Trust Companies Act;

                  (c)      the Government or a statutory board;

                  (ca)     a person who is licensed as a dealer under the Securities Industry Act (Cap. 289), or a
                           person exempted under that Act or any subsidiary legislation made thereunder from
                           obtaining a dealer’s licence;

                  (d)      any person licensed as an investment adviser under the Securities Industry Act;

                  (e)      a pension fund or unit trust;

                  (f)      an investment company as defined in section 355 (1), or any person exempted under the
                           Securities Industry Act (Cap. 289) or any subsidiary legislation made thereunder from
                           obtaining an investment adviser’s licence; and

                  (g)      such other persons as the Minister may, by order published in the Gazette, declare to be
                           exempt purchasers,

who or which, pursuant to the offer, acquires the shares or debentures, or units of shares or debentures, as principal
or as a trustee for accounts fully managed by it who, for the purposes of this section, shall be deemed to be dealing
as principal.



                                          Offer to sophisticated investors.

106D.(1) Divisions 1 and 5 of this Part shall not apply to an offer of shares or debentures , or units of shares or
debentures, to the public, whether or not they have been previously issued, where the offer is made to a sophisticated
investor, if —

                  (a)      the offer of the shares or debentures, or units of shares or debentures, is not accompanied
                           by an advertisement offering or calling attention to the offer or intended offer; and

                  (b)      no selling or promotional expenses are paid or incurred in connection with the offer other
                           than those incurred for administrative or professional services or incurred by way of
                           commission or fee for services rendered by a dealer or investment adviser.

(2)      For the purposes of this section —

         “advertisement” means —

                  (a)      a written or printed communication;

                  (b)      a communication by radio, television or other communication medium; or

                  (c)      a communication by means of a recorded telephone message,

         that is published in connection with an offer of shares or debentures, or units of shares or debentures, but
         does not include an information memorandum or an announcement made by a company listed on a stock
         exchange in Singapore or a recognised stock exchange pursuant to any requirement of that stock exchange
         or an advertisement which contains only such information as is permitted by section 48;

         “information memorandum” means a document lodged with the Registrar as purporting to describe the
         business and affairs of the person making the offer and as having been prepared for delivery and review by
         sophisticated investors so as to assist them in making an investment decision in respect of shares or
         debentures, or units of shares or debentures, that are being offered;

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         “dealer” has the same meaning as is assigned to that expression in section 2 of the Securities Industry Act;

         “investment adviser” means —

                  (a)      a person who is licensed under the Securities Industry Act; or

                  (b)      an exempt dealer under section 40 (d) of that Act whose carrying on the business of
                           advising others concerning securities is solely incidental to the conduct of his business of
                           dealing in securities;

         “sophisticated investor” means —

                  (a)      a person who acquires the shares or debentures, or units of shares or debentures, pursuant
                           to the offer, as principal if the aggregate consideration for the acquisition is not less than
                           $200,000 (or its equivalent in foreign currencies) for each transaction whether such
                           amount is paid for in cash, by exchange of shares or other assets; or

                  (b)      a person who acquires the shares or debentures, or units of shares or debentures, pursuant
                           to the offer as principal and —

                           (i)      whose total net personal assets exceed S$2 million or its equivalent in foreign
                                    currencies or whose income in the preceding 12 months is not less than
                                    S$300,000 or its equivalent in foreign-currencies at the time of the acquisition;
                                    or

                           (ii)     in the case of a corporation, whose total net assets exceed S$10 million in value
                                    or its equivalent in foreign currencies as determined by the last audited balance-
                                    sheet of the corporation; or

                  (c)      an officer of the person making the offer or a spouse, parent, brother, sister, son or
                           daughter of that officer or of the person making the offer, if he is a natural person.

(3)       Nothing in section 40 (a) and (d) (iv) of the Securities Industry Act (which, in effect, requires an exempt
dealer to acquire shares or debentures, or units of shares or debentures, only through the holder of a dealer’s licence)
shall apply to any of the persons or bodies specified in section 106C or this section who or which acquire shares or
debentures, or units of shares or debentures, under either of these sections as principals and who or which are
classified as exempt dealers under section 40 (a) and (d) (iv) of the Securities Industry Act with the result that an
exempt dealer who so acquires shares or debentures , or units of shares or debentures, under section 106C or this
section shall not be regarded as contravening any provision in the Securities Industry Act.

(4)      The Minister may, by order published in the Gazette, specify an amount in substitution of any amount
specified in paragraph (a) or (b) of the definition of “sophisticated investor” in subsection (2).



 Circumstances in which a prospectus is not required on first sale of shares or debentures acquired pursuant
                                 to exemptions in section 106C or 106D.

106E.(1) Where shares or debentures, or units of shares or debentures, initially acquired pursuant to an exemption
in section 106C or 106D, are first sold to any of the persons specified in the sections —

                  (a)      the offer for sale to any of those persons shall not be regarded as an offer to the public for
                           which a prospectus is required; and

                  (b)      any subsequent offer for sale to any of those persons shall not be regarded as an offer to
                           the public for which a prospectus is required.



                                                          123
(2)      Where shares or debentures, or units of shares or debentures, initially acquired pursuant to an exemption in
section 106C or 106D, are first sold to any person other than those specified in the sections, the offer for sale shall
be regarded as an offer to the public for which a prospectus is required, unless —

                  (a)      the shares or debentures, or units of shares or debentures, to which the offer relates are
                           listed or quoted on a stock exchange in Singapore or a recognised stock exchange, and at
                           least 6 months have elapsed from the date that they were initially acquired pursuant to the
                           exemption under section 106C or 106D; or

                  (b)      where the shares or debentures, or units of shares or debentures, to which the offer relates
                           are not listed or quoted on a stock exchange in Singapore or a recognised stock exchange,
                           the following conditions are satisfied:

                           (i)      the seller gives a notice in writing to the purchaser at the time of the sale that —

                           (A)      he is buying the shares or debentures, or units of shares or debentures, acquired
                                    by the seller pursuant to an exemption under section 106C or 106D; and

                           (B)      the shares or debentures, or units of shares or debentures, shall not be sold,
                                    transferred or assigned by the purchaser to any person, other than to any of the
                                    persons specified in section 106C or 106D, for at least 6 months from the date
                                    that the shares or debentures, or units of shares or debentures, are initially
                                    acquired pursuant to the exemption under section 106C or 106D;

                           (ii)     the seller gives a notice in writing, within 3 days of the sale to the person from
                                    whom he initially acquired the shares or debentures, or units of shares or
                                    debentures, containing particulars of the sale in such form as may be prescribed;
                                    and

                           (iii)    the offer of the shares or debentures, or units of shares or debentures, is not
                                    accompanied by an advertisement offering or calling attention to the offer and
                                    no selling or promotional expenses are paid or incurred in connection with the
                                    offer except for administrative or professional services or services performed by
                                    a dealer or investment adviser licensed under the Securities Industry Act (Cap.
                                    289).

(3)     A contract of sale of shares or debentures, or units of shares or debentures, made or entered into in
contravention of the condition in subsection (2) (b) shall be void.

(4)       The Court, on being satisfied that a contract of sale is void under subsection (3), may, on the application of
the Registrar or any other person, make such order or orders as it thinks just and equitable including, without
limiting the generality of the foregoing, the following orders:

                  (a)      an order directing the seller to refund the purchase moneys to the purchaser and directing
                           the purchaser to return the shares or debentures , or units of shares or debentures, to the
                           seller;

                  (b)      an order directing the seller to indemnify the purchaser for any loss or damage that he
                           may have suffered as a result of the contract being void.

(5)     In a case to which subsection (2) (a) applies, any subsequent offer for sale of the listed or quoted shares or
debentures, or units of shares or debentures, after the expiration of the 6-month period shall not require a prospectus.

(6)      In subsection (2) —

                  (a)      “advertisement” means —

                           (i)      a written or printed communication;

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                           (ii)     a communication by radio, television or other communication medium; or

                           (iii)    a communication by means of a recorded telephone message that is published in
                                    connection with an offer of shares or debentures, or units of shares or
                                    debentures; and

                  (b)      “recognised stock exchange” has the same meaning as is assigned to that expression in
                           section 106G.



                                               Stock exchange offer.

106F.(1) Divisions 1 and 5 of this Part shall not apply to an offer of shares of debentures , or units of shares or
debentures, to the public, that have not been previously issued, in a case where the shares or debentures, or units of
shares or debentures, to be offered are, or are to be, uniform in all respects with shares or debentures, or units of
shares or debentures, previously issued and listed for quotation on a stock exchange if a statement of material facts,
which complies as to form and content with Part VI of the Fifth Schedule, is lodged with, and accepted by, the
Registrar and the stock exchange.

(2)      For the purposes of this section —

                  (a)      shares are uniform in all respects with shares previously issued notwithstanding that they
                           do not carry the same rights to dividends as the latter during the 12 months immediately
                           following the issue; and

                  (b)      a statement of material facts referred to in subsection (1) shall be deemed to be a
                           prospectus for the purposes of sections 55 and 56.



                                        Offer of international debentures.

106G.(1) Divisions 1 and 5 of this Part shall not apply to an offer to the public of debentures or units of debentures
by a body incorporated in a country outside Singapore where the offer is made by a recognised dealer to such
institutional, professional or business investors as the Minister may, by notification in the Gazette, specify, being
persons or bodies that appear to him sufficiently expert to understand any risk involved in buying or selling those
debentures or units of debentures (whether as principal or agent) and the offer complies with the conditions set forth
in subsection (2).

(2)      The conditions referred to in subsection (1) are that —

                  (a)      the debentures or units of debentures are denominated in a currency, other than the
                           Singapore dollar, that is equivalent in value to at least US$5,000; and

                  (b)      the shares of the issuing body corporate are listed on a recognised stock exchange or the
                           offer is guaranteed by a corporation whose shares are listed on a recognised stock
                           exchange.

(3)      For the purposes of this section —

         “recognised dealer” means a person who —

                  (a)      holds a dealer’s licence under the Securities Industry Act; or

                  (b)      is an exempt dealer under section 40 (c) or (d) of that Act;



                                                         125
         “recognised stock exchange” means a body corporate declared by the Minister, by notification in the
         Gazette, to be a recognised stock exchange.

(4)      The Minister may by notification in the Gazette add to, vary or amend the conditions specified in
subsection (2).



              Offer of debentures made by the Government or international financial institutions.

106H. Divisions 1 and 5 of this Part shall not apply to an offer to the public of debentures or units of debentures
made by or guaranteed by —

                  (a)      the Government; or

                  (b)      an international financial institution of which Singapore is a member.



                                              Reporting requirements.

106I.(1) Where an issuer intends to invoke an exemption under this Division other than an exemption under
sections 106B (1), 106E and 106F, he shall lodge with the Registrar a report of his intention to issue the shares or
debentures, or units of shares or debentures, in such form as may be prescribed at or before the time of invoking the
exemption.

(2)     The issuer, if incorporated in Singapore, shall maintain a register in the prescribed form of the shares or
debentures, or units of shares or debentures, issued under subsection (1).

(3)      Particulars of the issue of the shares or debentures, or units of shares or debentures, shall be entered in the
register within 3 days of the sale.

(4)      Upon the request of the Registrar, the issuer shall produce for inspection the register maintained under
subsection (2) and the Registrar may make extracts from the register.

(5)       The Registrar may supply a copy of an extract from a register to any person who, in his opinion, should, in
the public interest, be informed of the issue of the shares or debentures, or units of shares or debentures, disclosed in
the register.



                                              Revocation of exemption.

106J.(1) Where the Minister considers that it is necessary in the public interest or for the protection of investors, he
may, by order, revoke any exemption under this Division, subject to such conditions as he thinks fit.

(2)      The Minister may make an order, under subsection (1), without giving the person affected by the order an
opportunity of being heard but he shall provide an opportunity for such a hearing within 14 days of the making of
the order and the order shall remain in effect until the hearing is completed.

(3)      An order made under this section shall be final and conclusive and there shall be no appeal therefrom.



                                          Power to conduct investigations.

106K. Where the Minister has reason to suspect that a person has committed an offence under this Act or the
regulations or has been guilty of fraud or dishonesty in relation to any exempted offer to which this Division applies,

                                                          126
he may direct such investigation as he thinks expedient for the due administration of this Act and for this purpose
may invoke all powers conferred upon him by this Act in respect of investigations, whether under Part IX or
otherwise, or by the Securities Industry Act in respect of any dealing in, or trading in, securities.



 Transactions under exempted offers subjects to Division II of Part XII of this Act and Part IX of Securities
                                              Industry Act.

106L. For the removal of doubts, it is hereby declared that in relation to any transaction carried out under an
exempted offer under this Part, nothing in this Part shall limit or diminish any liability which any person may incur
in respect of any relevant offence under Division II of Part XII of this Act or Part IX of the Securities Industry Act
or any penalty, award of compensation or punishment in respect of any such offence.



                             Division 6 — Interests other than shares, debentures, etc.



                                          Interpretation of this Division.

107.(1) In this Division and in the Seventh Schedule, unless inconsistent with the context or subject-matter —

         “company” means a public company, and includes a corporation that is a public company under the law of
         a proclaimed country and is registered as a foreign company in Singapore;

         “financial year” , in relation to a deed, means the period of 12 months ending on 31st December or on such
         other date as is specified in lieu thereof in the deed;

         “franchise”    means   a   written   agreement   or    arrangement   between     2   or   more   persons   by
         which —

                  (a)      a party to the agreement or arrangement (referred to in this definition as the franchisor)
                           authorises or permits another party (referred to in this definition as the franchisee), or a
                           person associated with the franchisee, to exercise the right to engage in the business of
                           offering, selling or distributing goods or services in Singapore under a plan or system
                           controlled by the franchisor or a person associated with the franchisor;

                  (b)      the business carried on by the franchisee or the person associated with the franchisee, as
                           the case may be, is capable of being identified by the public as being substantially
                           associated with a trade or service mark, logo, symbol or name identifying, commonly
                           connected with or controlled by the franchisor or a person associated with the franchisor;

                  (c)      the franchisor exerts, or has authority to exert, a significant degree of control over the
                           method or manner of operation of the franchisee’s business;

                  (d)      the franchisee or a person associated with the franchisee is required under the agreement
                           or arrangement to make payment or give some other form of consideration to the
                           franchisor or a person associated with the franchisor;

                  (e)      the franchisor agrees to communicate to the franchisee or a person associated with the
                           franchisee, knowledge, experience, expertise, know-how, trade secrets or other
                           information whether or not it is proprietary or confidential; and

                  (f)      the agreement or arrangement referred to in paragraph (a) is not a unit trust scheme as
                           defined in the Securities Industry Act (Cap.289) or an investment contract;


                                                          127
         “interest” means any right to participate or interest, whether enforceable or not and whether actual,
         prospective or contingent —

                  (a)      in any profits, assets or realisation of any financial or business undertaking or scheme
                           whether in Singapore or elsewhere;

                  (b)      in any common enterprise whether in Singapore or elsewhere in which the holder of the
                           right or interest is led to expect profits, rent or interest from the efforts of the promoter of
                           the enterprise or a third party; or

                  (c)      in any investment contract,

         whether or not the right or interest is evidenced by a formal document and whether or not the right or
         interest relates to a physical asset, but does not include —

                  (d)      any share in or debenture of a corporation;

                  (e)      any interest in or arising out of a policy of life insurance; or

                  (f)      any franchise;

         “investment contract” means any contract, scheme or arrangement which in substance and irrespective of
         the form thereof involves the investment of money in or under such circumstances that the investor
         acquires or may acquire an interest in or right in respect of property which under or in accordance with the
         terms of investment will, or may at the option of the investor, be used or employed in common with any
         other interest in or right in respect of property acquired in or under like circumstances;

         “management company” , in relation to any interests issued or proposed to be issued or any deed that
         relates to any interests issued or proposed to be issued, means a company by or on behalf of which the
         interests have been or are proposed to be issued and includes any person for the time being exercising the
         functions of the management company;

         “proclaimed country” means a country which the Minister has, by notification in the Gazette, declared to be
         a proclaimed country for the purposes of this Division.

(2)      A reference in this Division to a deed shall be read as including a reference to any instrument amending or
affecting the deed.



                                                   Approved deeds.

108.     For the purposes of this Division, a deed shall be an approved deed if —

                  (a)      the Registrar has granted his approval to the deed under this Division; and

                  (b)      the Minister has granted his approval under this Division to the trustee or representative
                           appointed for the purposes of the deed acting as trustee or representative and that
                           approval has not been revoked and the trustee or representative has not ceased to hold
                           office.



                                                  Approval of deeds.

109.(1) Where a deed makes provision for the appointment of a company as trustee for or representative of the
holders of interests issued or proposed to be issued by a company the Registrar may, subject to this section, grant his
approval to the deed.

                                                          128
(2)      The Registrar shall not grant his approval to a deed unless the deed —

                  (a)      complies with the requirements of this Division; and

                  (b)      makes provision for such other matters and things as are required by the regulations to be
                           included in the deed and if regulations have been made prescribing the charges that may
                           be made by a management company, unless the deed provides —

                           (i)       that the charges to be made by the management company do not exceed such
                                     percentages or amounts as are prescribed; and

                           (ii)      that the price at which the interests to which the deed relates are to be sold or
                                     purchased by the management company are consistent with the regulations
                                     relating to such prices.

(3)       Within 7 days after a deed has been approved under this section, the management company shall lodge in
the office of the Registrar the deed, or a copy of the deed verified by statutory declaration, and the copy shall for all
purposes, in the absence of proof that it is not a true copy, be regarded as an original.



                                                Approval of trustees.

110.(1) The Minister may, subject to such terms and conditions as he thinks fit, grant his approval to a company
acting as trustee or representative for the purposes of a deed.

(2)     The Minister may, at any time, by reason of a breach of a term or condition subject to which the approval
was granted or for any other reason, revoke an approval granted by him under this section.



                                         Covenants to be included in deeds.

111.(1) A deed shall, for the purposes of section 109 (2) (a), contain covenants to the following effect:

                  (a)      a covenant binding the management company that it will use its best endeavours to carry
                           on and conduct its business in a proper and efficient manner and to ensure that any
                           undertaking, scheme or enterprise to which the deed relates is carried on and conducted
                           in a proper and efficient manner;

                  (b)      covenants binding the management company —

                           (i)       that the management company will pay to the trustee or representative, within
                                     30 days after their receipt by the company, any moneys that, under the deed, are
                                     payable by the company to the trustee or representative;

                           (ii)      that the management company will not sell any interest to which the deed relates
                                     otherwise than at a price calculated in accordance with the provisions of the
                                     deed;

                           (iii)     that the management company will, at the request of the holder of an interest,
                                     purchase that interest from the holder and that the purchase price will be a price
                                     calculated in accordance with the provisions of the deed; and

                           (iv)      that the management company will not, without the approval of the trustee or
                                     representative, publish or cause to be published any advertisement, circular or
                                     other document containing any statement with respect to the sale price of
                                     interests to which the deed relates or the yield therefrom or containing any
                                     invitation to buy interests;
                                                           129
(c)   covenants binding the trustee or representative that he will —

      (i)      exercise all due diligence and vigilance in carrying out his functions and duties
               and in watching the rights and interests of the holders of the interests to which
               the deed relates;

      (ii)     keep or cause to be kept proper books of account in relation to those interests;

      (iii)    cause those accounts to be audited at the end of each financial year by an
               approved company auditor; and

      (iv)     send or cause to be sent by post a statement of the accounts with the report of
               the auditor thereon within two months of the end of the financial year, to each of
               the holders of those interests;

(d)   a covenant binding the management company and the trustee or representative,
      respectively, that no moneys available for investment under the deed will be invested in
      or lent to the management company, or to the trustee or representative, or to any
      company (other than a prescribed corporation within the meaning of section 44 (6))
      which is by virtue of section 6 deemed to be related to the management company or to
      the trustee or representative;

(e)   a covenant binding the management company that, to the same extent as if the trustee or
      representative were a director of the company, the company will —

      (i)      make available to the trustee or representative, or to any approved company
               auditor appointed by it, for inspection the whole of the books of the company
               whether kept at the registered office or elsewhere; and

      (ii)     give to the trustee or representative or to any such auditor such oral or written
               information as the trustee or representative requires with respect to all matters
               relating to the undertaking, scheme or enterprise of the company or any property
               (whether acquired before or after the date of the deed) of the company or
               otherwise relating to the affairs thereof;

(f)   a covenant binding the management company that the management company will make
      available, or ensure that there is made available, to the trustee or representative such
      details as the trustee or representative requires with respect to all matters relating to the
      undertaking, scheme or enterprise to which the deed relates;

(g)   as from a day to be fixed by the Minister by notification in the Gazette, covenants
      binding the management company and the trustee or representative, respectively, that the
      management company or the trustee or representative, as the case may be, will not
      exercise the right to vote in respect of any shares relating to the interests to which the
      deed relates held by the management company, trustee or representative at any election
      for directors of a corporation whose shares are so held, without the consent of the
      majority of the holders of the interests to which the deed relates present in person and
      voting given at a meeting of those holders summoned in the manner provided for in
      paragraph (h) (i) and (ii) for the purpose of authorising the exercise of the right at the
      next election; and

(h)   a covenant binding the management company that the management company will within
      21 days after an application is delivered to the company at its registered office, being an
      application by not less than 50, or 10% in number, whichever is the less, of the holders of
      the interests to which the deed relates —

      (i)      by sending notice by post of the proposed meeting at least 7 days before the
               proposed meeting to each of those holders at his last known address or in the

                                    130
                                    case of joint holders to the joint holder whose name stands first in the
                                    company’s records; and

                           (ii)     by publishing at least 14 days before the proposed meeting an advertisement
                                    giving notice of the meeting in a newspaper circulating generally in Singapore,

                           summon a meeting of the holders for the purpose of laying before the meeting the
                           accounts and balance-sheet which were laid before the last preceding annual general
                           meeting of the management company or the last audited statement of accounts of the
                           trustee or representative, and for the purpose of giving to the trustee or representative
                           such directions as the meeting thinks proper.

(1A)     In addition to the covenants referred to in subsection (1), the deed shall contain such covenant as the
Minister may by regulations prescribe and such regulations may provide for different covenants to apply to different
classes of interests.

(2)      A meeting summoned for the purposes of a covenant contained in a deed in pursuance of subsection (1) (g)
or (h) shall be held at the time and place specified in the notice and advertisement, being a time not later than two
months after the giving of the notice, under the chairmanship of —

                  (a)      such person as is appointed in that behalf by the holders of the interests to which the deed
                           relates present at the meeting; or

                  (b)      where no such appointment is made, a nominee of the trustee or representative approved
                           by the Registrar,

and shall be conducted in accordance with the provisions of the deed or, in so far as the deed makes no provision, as
directed by the chairman of the meeting.

(3)       Notwithstanding anything to the contrary in an approved deed, the undertaking, scheme, enterprise,
contract or arrangement to which the deed relates may be continued in operation or existence if it appears to be in
the interests of the holders of the interests to which the deed relates during such period as is or such periods as are
agreed upon by the trustee or representative and the management company.

(4)     Where a direction is given to the trustee or representative at a meeting summoned pursuant to a covenant
complying with subsection (1) (h), the trustee or representative —

                  (a)      shall comply with the direction unless it is inconsistent with the deed or this Act; and

                  (b)      shall not be liable for anything done or omitted to be done by it by reason only of its
                           following that direction.

(5)     Where the trustee or representative is of the opinion that any direction so given is inconsistent with the
deed or this Act or is otherwise objectionable, the trustee or representative may apply to the Court for an order
confirming, setting aside or varying the direction and the Court may make such order as it thinks fit.



                                     Interests to be issued by companies only.

112.    No person, except a company or an agent of a company authorised in that behalf under the seal of the
company, shall issue or offer to the public for subscription or purchase or shall invite the public to subscribe for or
purchase any interest.



                                               Statement to be issued.


                                                         131
113.(1) Before a company or an agent of a company issues or offers to the public for subscription or purchase or
invites the public to subscribe for or purchase any interest the company shall issue or cause to be issued a statement
in writing in connection therewith which statement shall for all purposes be deemed to be a prospectus issued by a
company, and, subject to subsection (2), all provisions of this Act, other than section 57 (8), (9) and (10) and rules of
law relating to prospectuses or to the offering or to an intended offering of shares for subscription or purchase to the
public shall with such adaptations as are necessary apply and have effect accordingly as if the interest were shares
offered or intended to be offered to the public for subscription or purchase and as if persons accepting any offer or
invitation in respect of or subscribing for or purchasing any such interest were subscribers for shares.

(2)      Subject to subsection (3), the statement shall set out —

                   (a)      the matters and reports specified in the Seventh Schedule; and

                   (b)      such other matters as are required by the regulations to be set out in the statement,

with such adaptations as the circumstances of each case require and the Registrar approves.

(3)      A matter or report referred to in subsection (2) may be omitted from a statement if having regard to the
nature of the interest the Registrar is of the opinion that the matter or report is not appropriate for inclusion in the
statement and has by writing under his hand approved the omission.



                                    Restriction on issue, etc., of interest to public

113A.(1)           No company or agent of a company shall —

                   (a)      issue or offer to the public for subscription or purchase; or

                   (b)      invite the public to subscribe for or purchase,

any interest on the basis of a statement referred to in section 113 after the expiration of 6 months from the issue of
the statement except for a designated interest referred to in subsection (2).

(2)      No company or agent of a company shall —

                   (a)      issue or offer to the public for subscription or purchase; or

                   (b)      invite the public to subscribe for or purchase,

any designated interest on the basis of a statement referred to in section 113 after the expiration of 12 months from
the issue of the statement.

(3)      A purchase of or subscription for any interest made on the basis of the statement after the expiration of —

                   (a)      6 months, in the case of an interest other than a designated interest; or

                   (b)      12 months, in the case of a designated interest,

shall not, by reason of that fact, be voidable or void.

(4)      For the purposes of this section, “designated interest” means such interest or class of interests as the
Minister may, by notification in the Gazette, designate for the purposes of this section.



                                           No issue without approved deed.


                                                           132
114.(1) A person shall not issue or offer to the public for subscription or purchase or invite the public to subscribe
for or purchase any interest unless, at the time of the issue, offer or invitation, there is in force, in relation to the
interest, a deed that is an approved deed.

(2)       A person shall not in any deed, prospectus, statement, advertisement or other document relating to any
interest make any reference to an approval of a deed or of a trustee or representative granted under this Division.

(3)      Where —

                   (a)      an interest issued by a corporation before 29th December 1967 is in existence
                            immediately before that date;

                   (b)      this Division would have applied in relation to the issue of the interest if the interest had
                            been issued on or after that date;

                   (c)      there is not, at the expiration of 3 months after that date, a deed that is an approved deed
                            in force in relation to the interest; and

                   (d)      the corporation did not, within a period of one month after that date, apply for approval
                            under this Division of a deed in relation to the interest or, if it did so apply, approval was
                            refused,

the corporation shall, within 14 days after the expiration of the period referred to in paragraph (c), give to the holder
of the interest and to the Registrar notice in writing that there is not in force in relation to that interest a deed that is
an approved deed and, if this subsection is not complied with, each director of the corporation shall, in Addition to
the corporation, be deemed to have failed to comply with this subsection.

(4)       The Minister may modify the application to a corporation of subsection (3) by extending any period
referred to in that subsection or may exempt any corporation from compliance with that subsection.

(5)       Nothing in subsection (3) shall be construed as authorising the Registrar to grant his approval to a deed that
relates to an interest issued by a corporation that is not a company for the purposes of this Division.



                                              Register of interest holders.

115.(1) The management company shall in respect of each deed with which the company is concerned keep a
register of the holders of interests under the deed and enter therein —

                   (a)      the names and addresses of the holders;

                   (b)      the extent of the holding of each holder and, if his interest consists of a specific interest in
                            any property, a description of the property and its location sufficient to identify it;

                   (c)      the date at which the name of each person was entered in the register as a holder; and

                   (d)      the date at which any person ceased to be a holder.

(2)       Division 4 of Part V shall so far as is applicable and with such adaptations as are necessary apply to and in
relation to the register.

(3)      A management company which —

                   (a)      keeps a register of holders of interests as required by subsection (1); and

                   (b)      provides reasonable accommodation and facilities for persons to inspect and take copies
                            of its list of interest holders,

                                                            133
need not comply with section 116 (1) (a) in relation to the deed under which the interests are held unless the
Minister by notification in the Gazette otherwise directs.



                                  Returns, information, etc., relating to interests.

116.(1) Where a deed is or has at any time been an approved deed, the management company shall, so long as the
deed or any deed in substitution in whole or in part for the deed, remains in force, lodge with the Registrar, within
two months after the end of each financial year applicable to the deed —

                  (a)      a return containing a list of all persons who, at the end of the financial year, were holders
                           of the interests to which the deed relates, showing the name and address of each holder
                           and the extent of his holding and, if his interest consists of a specific interest in any
                           property, a description of the property and its location sufficient to identify it;

                  (b)      a summary of —

                           (i)      all purchases and sales of land and marketable securities affecting the interests
                                    of the holders during the financial year; and

                           (ii)     all other investments affecting the interests of the holders made during the
                                    financial year, showing the descriptions and quantities of those investments;

                  (c)      a statement of the total amount of brokerage affecting the interests of the holders paid or
                           charged by the management company during the financial year and the proportion thereof
                           paid to any stock or share broker, or any partner, employee or nominee of any stock or
                           share broker, who is an officer of the company and the proportion retained by the
                           company;

                  (d)      a list of all parcels of land and marketable securities, and other investments, held by the
                           trustee or representative in relation to the deed, as at the end of the financial year,
                           showing the value of the land, securities or other investments and the basis of the
                           valuations; and

                  (e)      such other statements and particulars, if any, as may be prescribed.

(2)       Any document required to be lodged with the Registrar by the management company under subsection (1)
shall be signed by at least one director of the management company.

(3)      A company to which subsection (1) applies shall, if so requested by any holder of an interest to which the
deed relates within a period of one month after the end of the financial year, send by post or cause to be sent by post
to the holder, within two months after the end of the financial year, a copy of the documents which the company is
required to lodge with the Registrar by virtue of subsection (1) (b) to (e).



                                    Penalty for contravention of Division, etc.

117.(1) Any person who —

                  (a)      contravenes or fails to comply with a provision of this Division; or

                  (b)      fails to comply with a covenant contained or deemed to be contained in any deed that is
                           or at any time has been an approved deed,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a
term not exceeding 12 months.

                                                         134
(2)        A person shall not be relieved from any liability to any holder of an interest by reason of any contravention
of, or failure to comply with, a provision of this Division.



                                              Winding up of schemes, etc.

118.(1) Where the management company under a deed is in liquidation or where, in the opinion of the trustee or
representative, the management company has ceased to carry on business or has, to the prejudice of holders of
interests to which the deed relates, failed to comply with any provision of the deed, the trustee or representative shall
summon a meeting of the holders.

(2)      A meeting under subsection (1) shall be summoned —

                   (a)      by sending by post notice of the proposed meeting at least 21 days before the proposed
                            meeting to each holder at his last known address or, in the case of joint holders, to the
                            joint holder whose name stands first in the company’s records; and

                   (b)      by publishing, at least 21 days before the proposed meeting, an advertisement giving
                            notice of the meeting in at least 4 local daily newspapers, one each published in the
                            English, Malay, Chinese and Tamil languages.

(3)      Section 111 (2) shall apply to such a meeting as if the meeting were a meeting referred to in that section.

(4)      If at any such meeting a resolution is passed by a majority in number representing three-fourths in value of
the holders of the interests present and voting either in person or by proxy at the meeting that the undertaking,
scheme, enterprise, contract or arrangement to which the deed relates be wound up, the trustee or representative
shall apply to the Court for an order confirming the resolution.

(5)       On an application by the trustee or representative the Court may, if it is satisfied that it is in the interest of
the holders of the interests, confirm the resolution and may make such orders as it thinks necessary or expedient for
the effective winding up of the undertaking, scheme, enterprise, contract or arrangement.



  Power to exempt from compliance with Division and non-application of Division in certain circumstances.

119.(1) The Minister may, by notification in the Gazette, exempt any person or class of persons, subject to such
terms and conditions as are specified in the notification, from complying with all or any of the provisions of this
Division in relation to any interest, or class of interests, specified in the notification, and may, by notification in the
Gazette, revoke such a notification or vary it in such manner as he thinks fit.

(1A)     Any person who contravenes or fails to comply with any of the conditions specified in the notification shall
be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.

Non-application of Division to personal representatives, etc.

(2)      This Division shall not apply in the case of the sale of any interest by a personal representative, liquidator,
receiver or trustee in bankruptcy in the normal course of realisation of assets.



                                                  Liability of trustees.

120.(1) Subject to this section, any provision in a deed that is or at any time has been an approved deed, or in any
contract with the holders of interests to which such a deed relates, shall be void in so far as it would have the effect
of exempting a trustee or representative under the deed from, or indemnifying a trustee or representative against,
liability for breach of trust where the trustee or representative fails to show the degree of care and diligence required
of a trustee or representative.
                                                            135
(2)      Subsection (1) shall not invalidate —

                  (a)      any release otherwise validly given in respect of anything done or omitted to be done by a
                           trustee or representative before the giving of the release; or

                  (b)      any provision enabling such a release to be given —

                           (i)      on the agreement thereto of a majority of not less than three-fourths of the
                                    holders of interests voting in person or by proxy at a meeting summoned for the
                                    purpose; and

                           (ii)     either with respect to specific acts or omissions or on the trustee or
                                    representative ceasing to act.



                                          Division 7 — Title and transfers



                                                   Nature of shares.

121.    The shares or other interest of any member in a company shall be movable property, transferable in the
manner provided by the articles, and shall not be of the nature of immovable property.



                                                 Numbering of shares.

122.(1) Each share in a company shall be distinguished by an appropriate number.

(2)      Notwithstanding subsection (1) —

                  (a)      if at any time all the issued shares in a company or all the issued shares therein of a
                           particular class are fully paid up and rank equally for all purposes, none of those shares
                           need thereafter have a distinguishing number so long as each of those shares remains
                           fully paid up and ranks equally for all purposes with all shares of the same class for the
                           time being issued and fully paid up; or

                  (b)      if all the issued shares in a company are evidenced by certificates in accordance with
                           section 123 and each certificate is distinguished by an appropriate number and that
                           number is recorded in the register of members, none of those shares need have a
                           distinguishing number.



                                          Certificate to be evidence of title.

123.(1) A certificate under the common or official seal of a company specifying any shares held by any member of
the company shall be prima facie evidence of the title of the member to the shares.

(2)       Every share certificate shall be under the common seal of the company or, in the case of a share certificate
relating to shares on a branch register, the official seal of the company and shall state as at the date of the issue of
the certificate —

                  (a)      the name of the company and the authority under which the company is constituted;



                                                          136
                  (b)      the address of the registered office of the company in Singapore, or, where the certificate
                           is issued by a branch office, the address of that branch office; and

                  (c)      the nominal value and the class of the shares and the extent to which the shares are paid
                           up.

(3)      Failure to comply with this section shall not affect the rights of any holder of shares.

(4)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence.



                                    Company may have duplicate common seal.

124.     A company may, if authorised by its articles, have a duplicate common seal which shall be a facsimile of
the common seal of the company with the addition on its face of the words “Share Seal” and a certificate under such
duplicate seal shall be deemed to be sealed with the common seal of the company for the purposes of this Act.



                                         Loss or destruction of certificates.

125.(1) Subject to subsection (2), where a certificate or other document of title to shares or debentures is lost or
destroyed, the company shall on payment of a fee not exceeding $2 issue a duplicate certificate or document in lieu
thereof to the owner on his application accompanied by —

                  (a)      a statutory declaration that the certificate or document has been lost or destroyed, and has
                           not been pledged, sold or otherwise disposed of, and, if lost, that proper searches have
                           been made; and

                  (b)      an undertaking in writing that if it is found or received by the owner it will be returned to
                           the company.

(2)      Where the value of the shares or debentures represented by the certificate or document is greater than $500
the directors of the company may, before accepting an application for the issue of a duplicate certificate or
document, require the applicant —

                  (a)      to cause an advertisement to be inserted in a newspaper circulating in a place specified by
                           the directors stating that the certificate or document has been lost or destroyed and that
                           the owner intends after the expiration of 14 days after the publication of the
                           advertisement to apply to the company for a duplicate; or

                  (b)      to furnish a bond for an amount equal to at least the current market value of the shares or
                           debentures indemnifying the company against loss following on the production of the
                           original certificate or document,

or may require the applicant to do both of those things.



                                               Instrument of transfer.

126.(1) Notwithstanding anything in its articles, a company shall not register a transfer of shares or debentures
unless a proper instrument of transfer has been delivered to the company, but this subsection shall not prejudice any
power to register as a shareholder or debenture holder any person to whom the right to any shares in or debentures of
the company has been transmitted by operation of law.


                                                           137
Transfer by personal representatives.

(2)       A transfer of the share, debenture or other interest of a deceased person made by his personal representative
shall, although the personal representative is not himself a member of the company, be as valid as if he had been
such a member at the time of the execution of the instrument of transfer.

(3)       The production to a company of any document which is by law sufficient evidence of probate of the will, or
letters of administration of the estate, of a deceased person having been granted to some person shall be accepted by
the company, notwithstanding anything in its articles, as sufficient evidence of the grant.

(4)       In this section, “instrument of transfer” includes a written application for transmission of a share debenture
or other interest to a personal representative.



                                 Registrations of transfer at request of transferor.

127.(1) On the request in writing of the transferor of any share, debenture or other interest in a company the
company shall enter in the appropriate register the name of the transferee in the same manner and subject to the
same conditions as if the application for the entry were made by the transferee.

(2)      On the request in writing of the transferor of a share or debenture the company shall by notice in writing
require the person having the possession, custody or control of the share certificate or debenture and the instrument
of transfer thereof or either of them to bring it or them into the office of the company within a stated period, being
not less than 7 and not more than 28 days after the date of the notice, to have the share certificate or debenture
cancelled or rectified and the transfer registered or otherwise dealt with.

(3)      If any person refuses or neglects to comply with a notice given under subsection (2), the transferor may
apply to a judge to issue a summons for that person to appear before the Court and show cause why the documents
mentioned in the notice should not be delivered up or produced as required by the notice.

(4)      Upon appearance of a person so summoned the Court may examine him upon oath and receive other
evidence, or if he does not appear after being duly served with such summons, the Court may receive evidence in his
absence and in either case the Court may order him to deliver up such documents to the company upon such terms or
conditions as to the Court seems fit, and the costs of the summons and proceedings thereon shall be in the discretion
of the Court.

(5)       Lists of share certificates or debentures called in under this section and not brought in shall be exhibited in
the office of the company and shall be advertised in such newspapers and at such times as the company thinks fit.



                                        Notice of refusal to register transfer.

128.(1) If a company refuses to register a transfer of any shares, debentures or other interests in the company it
shall, within one month after the date on which the transfer was lodged with it, send to the transferor and to the
transferee notice of the refusal.

(2)       Where an application is made to a company for a person to be registered as a member in respect of shares
which have been transferred or transmitted to him by act of parties or operation of law, the company shall not refuse
registration by virtue of any discretion in that behalf conferred by the articles unless it has served on the applicant,
within one month beginning with the day on which the application was made, a notice in writing stating the facts
which are considered to justify refusal in the exercise of that discretion.

(3)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.


                                                          138
                                                Certification of transfers.

129.(1) The certification by a company of any instrument of transfer of shares, debentures or other interests in the
company shall be taken as a representation by the company to any person acting on the faith of the certification that
there have been produced to the company such documents as on the face of them show a prima facie title to the
shares, debentures or other interests in the transferor named in the instrument of transfer but not as a representation
that the transferor has any title to the shares, debentures or other interests.

(2)       Where any person acts on the faith of a false certification by a company made negligently, the company
shall be under the same liability to him as if the certification had been made fraudulently.

(3)       Where any certification is expressed to be limited to 42 days or any longer period from the date of
certification, the company and its officers shall not, in the absence of fraud, be liable in respect of the registration of
any transfer of shares, debentures or other interests comprised in the certification after the expiration of the period so
limited or any extension thereof given by the company if the instrument of transfer has not within that period been
lodged with the company for registration.

(4)      For the purposes of this section —

                  (a)       an instrument of transfer shall be deemed to be certificated if it bears the words
                            “certificate lodged” or words to the like effect;

                  (b)       the certification of an instrument of transfer shall be deemed to be made by a company if
                            —

                            (i)         the person issuing the instrument is a person apparently authorised to issue
                                        certificated instruments of transfer on the company’s behalf; and

                            (ii)        the certification is signed by a person apparently authorised to certificate
                                        transfers on the company’s behalf or by any officer either of the company or of a
                                        corporation so apparently authorised; and

                  (c)       a certification that purports to be authenticated by a person’s signature or initials
                            (whether handwritten or not) shall be deemed to be signed by him unless it is shown that
                            the signature or initials were not placed there by him and were not placed there by any
                            other person apparently authorised to use the signature or initials for the purpose of
                            certificating transfers on the company’s behalf.



                                  Duties of company with respect to issue of certificates.

130.(1) Every company shall within two months after the allotment of any of its shares or debentures, and within
one month after the date on which a transfer (other than such a transfer as the company is for any reason entitled to
refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and
have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.

(2)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.

Power of Court where default in issue of certificates.

(3)      If any company on which a notice has been served requiring the company to make good any default in
complying with this section fails to make good the default within 10 days after the service of the notice, the Court
may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an
order directing the company and any officer of the company to make good the default within such time as is
specified in the order, and the order may provide that all costs of and incidental to the application shall be borne by
the company or by any officer of the company in default in such proportions as the Court thinks fit.
                                                         139
   Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of listed
                                                securities



                                                   Interpretation.

130A.   In this Division 7A — unless the contrary intention appears —

        “accountable holder” means a person who has an account directly with the Depository and not through a
        depository agent;

        “bare trustee” means a trustee who has no beneficial interest in the subject-matter of the trust;

        “book-entry securities” , in relation to the Depository, means listed securities —

                 (a)      the documents evidencing title to which are deposited by a depositor with the Depository
                          and are registered in the name of the Depository or its nominee; and

                 (b)      which are transferable by way of book-entry in the Depository Register and not by way
                          of an instrument of transfer;

        “Depository” means the Central Depository (Pte) Limited established by Stock Exchange, or any other
        corporation approved by the Minister as a depository company or corporation for the purposes of this Act,
        which as a bare trustee operates the Central Depository System for the holding and transfer of book-entry
        securities;

        “Depository Register” means a register maintained by the Depository in respect of book-entry securities;

        “depositor” means an account holder or a depository agent but does not include a sub-account holder;

        “depository agent” means a member company of the stock Exchange, a trust company (registered under the
        Trust Companies Act), a banking corporation or merchant bank (approved by the Monetary Authority of
        Singapore under the Monetary of Singapore Act) or any other person or body approved by the Depository
        who are which —

                 (a)      performs services as a depository agent for sub-account holders in accordance with the
                          terms of a depository agent agreement entered into between the Depository and the
                          depository agent;

                 (b)      deposits book-entry securities with the Depository on behalf of the sub-account holders;
                          and

                 (c)      establishes an account in its name with the Depository;

        “derivative instruments” , in relation to debentures, stocks and shares, includes warrants, transferable
        subscription rights, options to subscribe for stocks or shares, convertibles and such other instruments as the
        Minister may, by order, prescribe;

        “documents evidencing title” means —

                 (a)      in the case of stocks, shares, debentures or any derivative instruments related thereto of a
                          company or debentures or any derivative instruments related thereto of the Government
                          — the stock certificates, share certificates, debenture certificates or certificates
                          representing the derivative instrument, as the case may be; and


                                                         140
                 (b)      in the case of stocks, shares, debentures or any derivative instruments related thereto of a
                          foreign company or debentures of any derivative instruments related thereto of a foreign
                          government or of an international body — such documents or other evidence of title
                          thereto, as the Depository may require;

        “international body” means the Asian Development Bank, the International Bank for Reconstruction and
        Development, the International Monetary Fund, the European Bank for Reconstruction and Development
        and such other international bodies as the Minister may, by order, prescribe;

        “instrument” includes a deed or any other instrument in writing;

        “listed securities” means securities of a corporation that are listed on the Stock Exchange and have not been
        delisted or had its quotation removed;

        “rules” means the rules made by the Depository in relation to the operation of the Central Depository
        System and includes the Central Depository Rules and Procedures made by the Depository pursuant to its
        Articles of Association (as the same may be amended from time to time) and any rule with regard to
        payment of fees to the Depository;

        “securities” , in relation to the Depository, means debentures, stocks or shares, issued by a government, a
        body corporate or unincorporate, or international body or any right in respect of any such debentures,
        stocks or shares or any derivative instrument each of which is listed on the Stock Exchange and which has
        been designated by the Stock Exchange as eligible for deposit with the depository and for clearance and
        book-entry settlement of transactions on the Stock Exchange;

        “Stock Exchange” means the Stock Exchange of Singapore Limited;

        “sub-account holder” means a holder of an account maintained with a depository agent.



                                                   Application.

130B.   This Division shall apply only to book-entry securities.



                                 Establishment of Central Depository System.

130C. There is hereby established a computerised Central Depository System whereby, in accordance with the
rules of the Depository —

                 (a)      documents evidencing title in respect of listed securities (with where applicable, in the
                          case of shares or registered debentures, proper instruments of transfer duly executed) are
                          deposited with the Depository and are registered in the name of this Depository or its
                          nominee;

                 (b)      accounts are maintained by the Depository in the names of the depositors so as to reflect
                          the title of the depositors to the book-entry securities; and

                 (c)      transfers of the book-entry securities are effected electronically, and not by any other
                          means, by the Depository making an appropriate entry in the Depository Register of the
                          book-entry securities that have been transferred.



               Depository not a member of a company and depositors deemed to be members.


                                                        141
130D.(1) Notwithstanding anything in this Act or the memorandum or articles of association of a company, where
the Depository is named in the register of members of the company —

                 (a)       the Depository shall be deemed not to be a member of the company; and

                 (b)       the persons named as the depositors in a Depository Register shall, for such period as the
                           book-entry securities are entered against their names in the Depository Register, be
                           deemed to be —

                           (i)      members of the company in respect of the amount of book-entry of the amount
                                    of book-entry securities (relating to the stocks or shares issued by the company
                                    entered against their respective names in the Depository Register; or

                           (ii)     holders of the amount of the company’s book-entry securities (relating to the
                                    debentures or any derivative instruments) entered against their names in the
                                    Depository Register.

(2)     Nothing in this Division shall be construed as affecting —

                 (a)       the obligation of a company to keep —

                           (i)      a register of its members under section 190 and allow inspection of the register
                                    under section 192; and

                           (ii)     a register of holders of debentures issued by the company under section 93 and
                                    allow inspection of the register under that section,

                           except that the company shall not be obliged to enter in such registers the names and
                           particulars of persons who are deemed members or holders of debentures under
                           subsection (1) (b);

                 (b)       the right of a depositor to withdraw his documents evidencing title in respect of listed
                           securities from the Depository at any time in accordance with the rules of the Depository
                           and to register them in his or any other name; or

                 (c)       the enjoyment of any right, power or privilege conferred by, or the imposition of any
                           liability, duty or obligation under this Act, any rule of law or under any instrument or
                           under the memorandum or articles of association of a company upon a depositor, as a
                           member of a company or as a holder of debentures or any derivative instruments except
                           to the extent provided for in this Division or prescribed by regulations made thereunder.

(3)       Notwithstanding any provision in this Act, a depositor shall not be regarded as a member of a company
entitled to attend any general meeting of the company and to speak and vote thereat unless his name appears on the
Depository Register 48 hours before the general meeting.

(4)     The payment by a company to the Depository of any dividend payable to a depositor shall, to the extent of
the payment made, discharge the company from any liability in respect of that payment.



                       Depository to certify names of depositors to company upon request.

130E. The Depository shall certify the names of persons on the Depository Register to a company in accordance
with the rules of the Depository upon a written request being made to it by the company.



                                            Maintenance of accounts.

                                                        142
130F. The Depository shall maintain accounts of book-entry securities on behalf of depositors in accordance with
the rules of the Depository.



                       Transfers effected by Depository under book-entry clearing system.

130G.(1) Subject to this Division, a transfer of book-entry securities between depositors shall be effected,
notwithstanding anything in this Act or any other written law or rule of law of in any instrument or in a
corporation’s memorandum or articles of association to the contrary, by the depository making an appropriate entry
in its Depository Register.

(2)      A transfer of securities by the Depository by way of book-entry to a depositor under this Division shall be
valid and shall not be challenged in any Court on the ground that the transfer is not accompanied by a proper
instrument of transfer or that otherwise the transfer is not made in writing.

(3)   This section shall apply to a transfer of book-entry securities whether effected before or after 12th
November 1993.



                       Depository to be discharged from liability if acting on instructions.

130H.(1) Subject to the regulations, the Depository, if acting in good faith and without negligence, shall not be
liable for conversion or for any breach of trust or duty where the Depository has, in respect of book-entries in
accounts maintained by it, made entries regarding the book-entry securities, or transferred or delivered the securities,
according to the instructions of a depositor notwithstanding that the depositor had no right to dispose of or take any
other action in respect of the securities.

(2)       The Depository or a depository agent, if acting in good faith and without negligence, shall be fully
discharged of its obligations to the account holder or sub-account holder by the transfer or delivery of book-entry
securities upon the instructions of the account holder or sub-account holder, as the case may be.

(3)     The Depository, if acting in good faith and without negligence, shall be fully discharged of its obligations
to a depository agent by the transfer or delivery of book-entry securities upon the instructions of the depository
agent.

(4)       For the purposes of this section, the Depository or a depository agent is not to be treated as having been
negligent by reason only of its failure to concern itself with whether or not the depositor or sub-account holder, as
the case may be, has a right to dispose of or take any other action in respect of the securities or to issue the
instructions.



                                            Confirmation of transaction.

130I. The Depository shall, in accordance with the rules made by the Depository, issue to each account holder
and to each sub-account holder through his depository agent, following upon any transaction affecting book-entry
securities maintained for such account holder by the Depository and maintained for such sub-account holder by his
depository agent under this Division, a confirmation note which shall specify the amount the description of the
book-entry securities and any other relevant transaction information.



                                      No rectification of Depository Register.

130J.(1) Notwithstanding anything in this Act or any written law or rule of law, no order shall be made by the
Court for rectification of the Depository Register; subject to that where the Court is satisfied that —

                                                          143
                  (a)      a depositor did not consent to a transfer of the book-entry securities; or

                  (b)      a depositor should not have been registered in the Depository Register as having title to
                           the book-entry securities,

it may award damages to the first-mentioned depositor or to any person who would have been entitled to have been
registered in the Depository Register as having title to the book-entry securities, as the case may be, on such terms
as the Court thinks to be equitable or make such other order as the Court thinks fit including an order for the transfer
of book-entry securities to such depositor or person.

(2)       Where provisions exist in the memorandum or articles of association of a corporation that entitle a
corporation to refuse registration of a transfer of book-entry securities, it may in relation to any transfer to which it
objects, notify the Depository in writing of its refusal before the transfer takes place and furnish the Depository with
the facts upon which such refusal is considered to be justified.

(3)     Where the Depository has had prior notice of the corporation’s refusal under subsection (2) (but not
otherwise), it shall refuse to effect the transfer and to enter the name of the transferee in the Depository Register and
thereupon convey the facts upon which such refusal is considered to be justified to the transferee.

(4)      Section 128 shall not apply to any refusal to register a transfer under subsections (2) and (3).



                 Trustee, executor or administrator of deceased depositor named as depositor.

130K.(1) Any trustee, executor or administrator of the estate of a deceased depositor whose name was entered in
the Depository Register as owner or as having an interest in book-entry securities may open an account with the
Depository and have his name entered in the Depository Register so as to reflect the interest of the trustee, executor
or administrator in the book-entry securities.

(2)       Subject to this section, no notice of any trust expressed, implied or constructive shall be entered on the
Depository Register and no liabilities shall be affected by anything done in pursuance of subsection (1) or pursuant
to the law of any other place which corresponds to this section and the Depository and the issuer of the book-entry
securities shall not be affected with notice of any trust by anything so done.



               Non-application of certain provisions in bankruptcy and company liquidation law.

130L. Where by virtue of the provisions of any written law in relation to bankruptcy or company liquidation it is
provided that —

                  (a)      any disposition of the property of a company after commencement of a winding up shall
                           be void, unless the Court orders otherwise; or

                  (b)      any disposition of the property of a person who is adjudged bankrupt after presentation of
                           the petition for a bankruptcy order and before vesting of the bankrupt’s estate in a trustee
                           shall be void unless done with the consent or ratification of the Court,

those provisions shall not apply to any disposition of book-entry securities; but where a Court is satisfied that a party
to the disposition, being a party other than the Depository, had notice that a petition had been presented for the
winding up or bankruptcy of the other party to the disposition, it may award damages against that party on such
terms as it thinks equitable or make such other order as the Court thinks fit, including an order for the transfer of
book-entry securities by that party but not an order for the rectification of the Depository Register.



                        Non-application of certain provisions in sections 21, 76A and 106E.

                                                          144
130M. Sections 21, 76A and 106E, insofar as these sections provide that a transfer or contract of sale of shares or
debentures in contravention of either section shall be void, shall not apply to any disposition of book-entry
securities; but a Court, on being satisfied that a disposition of book-entry securities would in the absence of this
section be void, may, on the application of the Registrar or any other person, make the following order:

                  (a)      in the case of a contravention of section 21 or 76A, order the transfer of the share
                           acquired in contravention of those sections; or

                  (b)      in the case of a contravention of section 106E, order the purchaser referred to in that
                           section to transfer the shares or debentures, as the case may be, to the seller and may
                           award damages to the purchaser.



                                                  Security interest.

130N.(1) Except as provided in this section or any other written law or any regulations made under section 130P, no
security interest may be created in book-entry securities.

(2)      A security interest in book-entry securities to secure the payment of a debt or liability may be created in
favour of any depositor in the following manner:

                  (a)      by way of assignment, by an instrument of assignment in the prescribed form executed by
                           the assignor; or

                  (b)      by way of charge, by an instrument of charge in the prescribed form executed by the
                           chargor:

Provided that no security interest in any book-entry securities subsequent to any assignment or charge thereof may
be created by the assignor or the chargor, as the case may be, in favour of any other person and any such assignment
or charge shall be void.

(3)       Upon receipt of the instrument of assignment, the Depository shall forthwith, by way of an off-market
transaction, transfer the book-entry securities to the assignee and thereafter notify the assignor and the assignee of
the transfer in the prescribed manner.

(4)      Upon receipt of the instrument of charge, the Depository shall forthwith register the instrument in a register
of charges maintained by the Depository and thereafter notify the chargor and the chargee in the prescribed manner.

(5)       The register of charges shall not be open to inspection to any person other than the chargor or the chargee
or their authorised representatives and except for the purpose of the performance of its duties or the exercise of its
functions or when required to do by any court or under the provisions of any written law, the Depository shall not
disclose to any unauthorised person any information contained in the register of charges.

(6)      An assignment or a charge made in accordance with the provisions of this section, but not otherwise, shall
have effect upon the Depository transferring the book-entry securities or endorsing the charge in the register of
charges except that the instrument of assignment or charge shall not have any effect if on the date of receipt of such
instrument, the number of book-entry securities in the account of the assignor or chargor is less than the number of
book-entry securities specified in such instrument.

(7)      The provisions of section 130D (1) (b) and (2) shall apply to an assignment of book-entry securities made
under this section.

(8)      An assignee or a registered chargee of book-entry securities shall have the following powers:

                  (a)      a power, when the loan or liability has become due and payable, to sell the book-entry
                           securities or any part thereof and in the case of a chargee he shall have the power to sell
                           the book-entry securities or any part thereof in the name of and for and on behalf of the
                           chargor; and
                                                          145
                  (b)      any other power which may be granted to him in writing by the assignor or chargor in
                           relation to the book-entry securities provided that the Depository shall not be concerned
                           with or affected by the exercise of any such power.

(9)     Nothing in subsection (8) shall be construed as imposing on the Depository a duty to ascertain whether the
power of sale has become exercisable or has been lawfully exercised by the assignee or chargee.

(10)     No book-entry securities assigned by way of security or charged in accordance with the provisions of this
section may be —

                  (a)      transferred by way of an off-market transaction to the assignor save upon the production
                           of a duly executed re-assignment in the prescribed form; or

                  (b)      transferred by the chargor, by way of sale or otherwise, save upon the production of a
                           duly executed discharge or charge in the prescribed form.

(11)     Upon the sale by the assignee or the chargee in exercise of his power of sale of any book-entry securities
assigned or charged in accordance with the provisions of this section, the assignee or the chargee shall forthwith
notify the Depository of the sale and the particulars of the book-entry securities sold by him, and the Depository
shall —

                  (a)      in the case of the sale by the assignee, notify the assignor of the sale; and

                  (b)      in the case of the sale by the chargee, effect a transfer of the book-entry securities to the
                           buyer in accordance with section 130G and notify the chargor of the transfer.

The provisions of sections 130I, 130J, 130L and 130M shall apply, mutatis mutandis, to a transfer effected pursuant
to this section.

(12)     Upon fulfilling his obligations under an assignment by way of security or a charge, the assignor or the
chargor shall be entitled to obtain from the assignee or chargee a re-assignment or a discharge of charge, as the case
may be, of the whole or part of the book-entry securities.

(13)      A re-assignment or discharge of charge shall be effected by the Depository by transferring the book-entry
securities to the assignor or cancelling the endorsement of charge in the register of charges and in the account of the
chargor, as the case may be.

(14)    Book-entry securities may be assigned by way of security by an assignee or charged in the prescribed form
by a chargee to secure the payment of any debt or liability of the assignee or the chargee, as the case may be, in
accordance with the provisions of this section provided that no book-entry security may be charged by a chargee
subsequent to any sub-charge.

(15)      All acts, powers and rights which might previously have been done or exercised by the chargee thereunder
in relation to the book-entry securities may thereafter be done or exercised by the sub-chargee, and, except with the
consent of the sub-chargee, shall not be done or exercised by the chargee thereunder during the currency of the sub-
charge.

(16)     Upon the sale by the sub-chargee in exercise of his power of sale of any book-entry securities in
accordance with the provisions of this section, the provisions of subsection (11), in respect of a sale by a chargee,
shall apply mutatis mutandis to the sale by the sub-chargee.

(17)     Nothing in subsection (14) shall affect the rights or liabilities of the original assignor or chargor of the
book-entry securities under subsections (12) and (13) and he shall be entitled to a re-assignment or discharge of
charge from the assignee or chargee free from all subsequent security interests created without his consent upon
satisfying his indebtedness or liability to the assignee or the chargee.

(18)      The provisions of section 130H shall apply to relieve the Depository and its servants or agents of any
liability in respect of any act done or omission made under this section as if references to “depositor” include
references to “assignee”, “chargee” or “sub-chargee”, as the case may be.
                                                         146
(19)      Nothing in this section shall affect the validity and operation of floating charges on book-entry securities
created under the common law before or after 12th November 1993, but that the Depository shall not be required to
recognise, even when having notice thereof, any equitable interest in any book-entry securities under a floating
charge except the power of the chargee, upon the crystallisation of the floating charge, to sell the book-entry
securities in the name of the chargor in accordance with the provisions of this section.

(20)    Nothing in subsection (19) shall be construed as imposing on the Depository a duty to ascertain whether the
power of sale pursuant to a floating charge has become exercisable or has been lawfully exercised.

(21)      A stockbroker shall have a lien over unpaid book-entry securities purchased for the account of a customer
which shall be enforceable by sale in accordance with and subject to the provisions of this section as if the same had
been charged to him under this section except that the stockbroker shall not be obliged to notify the Depository of
the sale or the particulars of the book-entry securities sold by him.

(22)     Any security interest on book-entry securities created before 12th November 1993 and subsisting or in
force on that date shall continue to have effect as if that Act had not been enacted.

(23)     In this section, “off-market transaction” means a transaction effected outside the Stock Exchange.



 Depository rules to be regarded as rules of a securities exchange that are subject to Securities Industry Act.

130O.(1) Rules made by the Depository in relation to the operation of the Central Depository System, including any
amendments made thereto from time to time, shall be regarded as having the same force and effect as if made by a
securities exchange and shall likewise be subject to the provisions of the Securities Industry Act.

(2)      Without prejudice to the generality subsection (1), section 18 (authority to approve amendments to rules)
and section 20 (1) (power of Court to enforce rules) of the Securities Industry Act shall apply to rules made by the
depository under subsection (1) as they apply rules made by a securities exchange.



                                                     Regulations.

130P. The Minister may make regulations for all matters or things which by this Division are required or
permitted to be prescribed or which are necessary or expedient to give effect to this Division and, in particular,
regulations may be made for or with respect to —

                  (a)      rights and obligations of persons in relation to securities dealt with under the Central
                           Depository System;

                  (b)      procedures for the deposit and custody of securities and the transfer of title to book-entry
                           securities and the regulation of persons concerned in that operation;

                  (c)      matters relating to security interest in book-entry securities;

                  (d)      keeping of depositors’ accounts by the Depository and sub-accounts by the depository
                           agents;

                  (e)      keeping of the Depository Register and of records generally;

                  (f)      safeguards for depositors including the maintenance of insurance and the establishment
                           and maintenance of compensation funds by the Depository for the purpose of settling
                           claims by depositors;

                  (g)      matters relating to link-ups between the Depository and other securities depositories (by
                           whatever name called) established and maintained outside Singapore.

                                                          147
                  (h)      the modification or exclusion of any provision of any written law, rule of law, any
                           instrument or articles of association;

                  (i)      the application, with such modifications as may be required, of the provisions of any
                           written law, instrument or articles of association; and

                  (j)      such supplementary, incidental, saving or transitional provisions as may be necessary or
                           expedient.



                                        Division 8 — Registration of charges



                                               Registration of charges.

131.(1) Subject to this Division, where a charge to which this section applies is created by a company there shall be
lodged with the Registrar for registration, within 30 days after the creation of the charge, a statement of the
prescribed particulars and an affidavit verifying the execution of the charge and also verifying the correctness of the
statement, and if this section is not complied with in relation to the charge the charge shall, so far as any security on
the company’s property or undertaking is thereby conferred, be void against the liquidator and any creditor of the
company.

(1A)     In connection with the registration of a charge to which this section applies which is created by a company
there shall be produced to the Registrar for the purposes of inspection the instrument (if any) by which the charge is
created or evidenced or a certified true copy thereof.

(2)      Nothing in subsection (1) shall prejudice any contract or obligation for repayment of the money secured by
a charge and when a charge becomes void under this section the money secured thereby shall immediately become
payable.

(3)      The charges to which this section applies are —

                  (a)      a charge to secure any issue of debentures;

                  (b)      a charge on uncalled share capital of a company;

                  (c)      a charge on shares of a subsidiary of a company which are owned by the company;

                  (d)      a charge or an assignment created or evidenced by an instrument which if executed by an
                           individual, would require registration as a bill of sale;

                  (e)      a charge on land wherever situate or any interest therein;

                  (f)      a charge on book debts of the company;

                  (g)      a floating charge on the undertaking or property of a company;

                  (h)      a charge on calls made but not paid;

                  (i)      a charge on a ship or aircraft or any share in a ship or aircraft; and

                  (j)      a charge on goodwill, on a patent or licence under a patent, on a trade mark, or on a
                           copyright or a licence under a copyright.

(3)      The reference to a charge on book debts in subsection (3) (f) shall not include a reference to a charge on a
negotiable instrument or on debentures issued by the Government.

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(4)      Where a charge created in Singapore affects property outside Singapore, the statement of the prescribed
particulars accompanied by the verifying affidavit may be lodged for registration under and in accordance with
subsection (1) notwithstanding that further proceedings may be necessary to make the charge valid or effectual
according to the law of the place in which the property is situate.

(5)      When a series of debentures containing or giving by reference to any other instrument any charge to the
benefit of which the debenture holders of that series are entitled equally is created by a company, it shall be
sufficient if there are lodged with the Registrar for registration within 30 days after the execution of the instrument
containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a
statement containing the following particulars:

                  (a)       the total amount secured by the whole series;

                  (b)       the dates of the resolutions authorising the issue of the series and the date of the covering
                            instrument, if any, by which the security is created or defined;

                  (c)       a general description of the property charged; and

                  (d)       the names of the trustee, if any, for the debenture holders,

together with the verifying affidavit.

(6)       For the purposes of subsection (5), where more than one issue is made of debentures in the series, there
shall be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to
do so shall not affect the validity of the debentures issued.

(7)      Where any commission, allowance or discount has been paid or made either directly or indirectly by a
company to any person in consideration of his (whether absolutely or conditionally) subscribing or agreeing to
subscribe or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any debentures the
particulars required to be lodged under this section shall include particulars as to the amount or rate per cent of the
commission, allowance or discount so paid or made, but omission to do so shall not affect the validity of the
debentures issued.

(8)      The deposit of any debentures as security for any debt of the company shall not for the purposes of
subsection (7) be treated as the issue of the debentures at a discount.

(9)       No charge or assignment to which this section applies (except a charge or assignment relating to land) need
be filed or registered under any other written law.

(10)     Where a charge requiring registration under this section is created before the lapse of 30 days after the
creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge,
and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of
that debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof, and so far
as respects the property comprised in the prior charge, the subsequent charge shall not be operative or have any
validity unless it is proved to the satisfaction of the Court that it was given in good faith for the purpose of
correcting some material error in the prior charge or under other proper circumstances and not for the purposes of
avoiding or evading the provisions of this Division.



                                               Duty to register charges.

132.(1) Documents and particulars required to be lodged for registration in accordance with section 131 may be
lodged for registration by the company concerned or by any person interested in the documents, but if default is
made in complying with that section the company and every officer of the company who is in default shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(2)      Where registration is effected by some person other than the company, that person shall be entitled to
recover from the company the amount of any fees properly paid by him on the registration.
                                                      149
                        Duty of company to register charges existing on property acquired.

133.(1) Where a company acquires any property which is subject to a charge of any such kind as would, if it had
been created by the company after the acquisition of the property, have been required to be registered under this
Division or, where a foreign company becomes registered in Singapore and has prior to such registration created a
charge which if it had been created by the company while it was registered in Singapore would have been required
to be registered under this Division or, where a foreign company becomes registered in Singapore and has prior to
such registration acquired property which is subject to a charge of any such kind as would if it had been created by
the company after the acquisition and while it was registered in Singapore have been required to be registered under
this Division, the company shall cause a statement of the prescribed particulars and the verifying affidavit to be
lodged with the Registrar for registration within 30 days after the date on which the acquisition is completed or the
date of the registration of the company in Singapore, as the case may be.

(2)       If default is made in complying with this section, the company or the foreign company and every officer of
the company or foreign company who is in default shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $1,000 and also to a default penalty.



                                    Register of charges to be kept by Registrar.

134.(1) The Registrar shall keep a register of all the charges lodged for registration under this Division and shall
enter in the register with respect to those charges the following particulars:

                  (a)      in the case of a charge to the benefit of which the holders of a series of debentures are
                           entitled, such particulars as are required to be contained in a statement furnished under
                           section 131 (5); and

                  (b)      in the case of any other charge —

                           (i)       if the charge is a charge created by the company, the date of its creation, and if
                                     the charge was a charge existing on property acquired by the company the date
                                     of the acquisition of the property;

                           (ii)      the amount secured by the charge;

                           (iii)     a description sufficient to identify the property charged; and

                           (iv)      the name of the person entitled to the charge.

(2)     The Registrar shall issue a certificate of every registration of a charge and the certificate shall be conclusive
evidence that the requirements as to registration have been complied with.



                             Endorsement of certificate of registration on debentures.

135.(1) The company shall cause to be endorsed on every debenture forming one of a series of debentures, or
certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so
registered —

                  (a)      a copy of the certificate of registration; or

                  (b)      a statement that the registration has been effected and the date of registration.



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(2)     Subsection (1) shall not apply to any debenture or certificate of debenture stock which has been issued by
the company before the charge was registered.

(3)     Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate
of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $2,000.



                           Entries of satisfaction and release of property from charge.

136.(1) Where, with respect to any registered charge —

                  (a)      the debt for which the charge was given has been paid or satisfied in whole or in part; or

                  (b)      the property or undertaking charged or any part thereof has been released from the charge
                           or has ceased to form part of the company’s property or undertaking of the company
                           concerned,

the company may lodge with the Registrar in the prescribed form a memorandum of satisfaction in whole or in part,
or of the fact that the property or undertaking or any part thereof has been released from the charge or has ceased to
form part of the company’s property or undertaking, as the case may be, and the Registrar shall enter particulars of
that memorandum in the register.

(2)      The memorandum shall be endorsed with a statement by the chargee of the payment, satisfaction, release or
ceasing referred to in subsection (1), as the case may be, and that statement shall constitute sufficient evidence of
that payment, satisfaction, release or ceasing.



                             Extension of time and rectification of register of charges.

137.     The Court, on being satisfied that the omission to register a charge (whether under this or any
corresponding previous written law) within the time required or that the omission or mis-statement of any particular
with respect to any such charge or in a memorandum of satisfaction was accidental or due to inadvertence or to
some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders or that on other
grounds it is just and equitable to grant relief, may on the application of the company or any person interested and
on such terms and conditions as seem to the Court just and expedient (including a term or condition that the
extension or rectification is to be without prejudice to any liability already incurred by the company or any of its
officers in respect of the default) order that the time for registration be extended or that the omission or mis-
statement be rectified.



                    Company to keep copies of charging instruments and register of charges.

138.(1) Every company shall cause the instrument creating any charge requiring registration under this Division or
a copy thereof to be kept at the registered office of the company but in the case of a series of debentures the keeping
of a copy of one debenture of the series shall be sufficient for the purposes of this subsection.

(2)       Every company shall keep at the registered office of the company a register of charges and enter therein all
charges specifically affecting property of the company and all floating charges on the undertaking or any property of
the company, giving in each case a short description of the property charged, the amount of the charge and (except
in the case of securities to bearer) the names of the persons entitled thereto.

(3)      The instruments or copies thereof and the register of charges kept in pursuance of this section shall be open
to the inspection of any creditor or member of the company without fee, and the register of charges shall also be
open to the inspection of any other person on payment of such fee not exceeding $2 for each inspection as is fixed
by the company.
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(3)       Any person may, on application to a company and on payment of a fee, not exceeding one dollar for every
page or part thereof, be furnished with a copy of any instrument or debenture kept by the company in pursuance of
this section within 3 days of his making the application.

(4)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a
default penalty.



                                         Documents made out of Singapore.

139.     Where under this Division an instrument, deed, statement or other document is required to be lodged with
the Registrar within a specified time, the time so specified shall, by force of this section, in relation to an instrument,
deed, statement or other document executed or made in a place out of Singapore, be extended by 7 days or such



                                 Charges, etc., created before 29th December 1967.

140.     Except as is otherwise expressly provided, this Division shall apply to any charge that on 29th December
1967 was registrable under any of the repealed written laws but which at that date was not registered under any of
those laws.



                                                Application of Division.

141.     A reference in this Division to a company shall be read as including a reference to a foreign company
registered under Division 2 of Part XI, but nothing in this Division applies to a charge on property outside Singapore
of such foreign company.



                              PART V - MANAGEMENT AND ADMINISTRATION

                                            Division 1 — Office and name



                                            Registered office of company.

142.(1) A company shall as from the date of its incorporation have a registered office within Singapore to which all
communications and notices may be addressed and which shall be open and accessible to the public for not less than
3 hours during ordinary business hours on each day, Saturdays, weekly and public holidays excepted.

(2)      If default is made in complying with subsection (1), the company and every officer of the company who is
in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a
default penalty.



                                                      Office hours.

143.(1) Notice in the prescribed form of the situation of the registered office, the days and hours during which it is
open and accessible to the public, shall, in the case of a proposed company, be lodged with the Registrar together
with its memorandum and its articles, if any, at the time of lodgment for the incorporation of the proposed company
and in the case of any subsequent change of the particulars therein be so lodged within 14 days of any such change,

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but no notice of the days and hours during which the office is open and accessible to the public shall be required if
the office is open for at least 5 hours during ordinary business hours on each day, Saturdays, weekly and public
holidays excepted.

(1A)     In subsection (1), the word “particulars”, in relation to the situation of the registered office, shall be deemed
to include the address and designation of the situation or address of the registered office.

Penalty.

(2)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a
default penalty.



                                                 Publication of name.

144.(1) The name of a company shall (whether or not it is carrying on business under a business name) appear in
legible romanised letters on —

                   (a)      its seal; and

                   (b)      all business letters, statements of account, invoices, official notices, publications, bills of
                            exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit
                            of or purporting to be issued or signed by or on behalf of the company,

and if default is made in complying with this subsection the company shall be guilty of an offence.

(2)        If an officer of a company or any person on its behalf —

                   (a)      uses or authorises the use of any seal purporting to be a seal of the company whereon its
                            name does not so appear;

                   (b)      issues or authorises the issue of any business letter, statement of account, invoice or
                            official notice or publication of the company wherein its name is not so mentioned; or

                   (c)      signs, issues or authorises to be signed or issued on behalf of the company any bill of
                            exchange, promissory note, cheque or other negotiable instrument or any indorsement,
                            order, receipt or letter of credit wherein its name is not so mentioned,

he shall be guilty of an offence, and where he has signed, issued or authorised to be signed or issued on behalf of the
company any bill of exchange, promissory note or other negotiable instrument or any indorsement thereon or order
wherein that name is not so mentioned, he shall in addition be liable to the holder of the instrument or order for the
amount due thereon unless it is paid by the company.

Name to be displayed on all offices.

(3)      Every company shall paint or affix and keep painted or affixed on the outside of every office or place in
which its business is carried on, in a prominent position in romanised letters easily legible its name, and also, in the
case of the registered office, the words “Registered Office” and if it fails to do so the company shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.



                                        DIVISION 2 — Directors and officers




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                                                      Directors.

145.(1) Every company shall have at least two directors one of whom shall be ordinarily resident in Singapore.

(2)      No person other than a natural person of full age and capacity shall be a director of a company.

(3)      The first directors of a company shall be named in the memorandum or articles of the company.

(4)     Any provision in the memorandum or articles of a company which was in force immediately before 29th
December 1967 and which operated to constitute a corporation as a director of the company shall be read and
construed as if it authorised that corporation to appoint a natural person to be a director of that company.

(5)      Notwithstanding anything in this Act or in the memorandum or articles of a company or in any agreement
with a company, a director of a company shall not resign or vacate his office unless there are remaining in the
company at least two directors, one of whom shall be ordinarily resident in Singapore and any purported resignation
or vacation of office in breach of this section shall be deemed to be invalid.

(6)      Subsection (5) shall not apply where a director of a company is required to resign or vacate his office if he
has not within the period referred to in section 147 (1) obtained his qualification or by virtue of his disqualification
under section 148, 149, 154 or 155 of this Act or section 43 (1) (b) of the Insurance Act, or sections 58, 59 and 60 of
the Banking Act or sections 35 and 37 of the Finance Companies Act.



                            Restrictions on appointment or advertisement of director.

146.(1) A person shall not be named as a director or proposed director in the memorandum or articles of a company
or in the register of directors, managers and secretaries of a company or in a prospectus or a statement in lieu of
prospectus, unless before the registration of the memorandum or articles or the lodging of any return in the
prescribed form containing the particulars required to be specified in the register of directors, managers and
secretaries or the issue of the prospectus or the lodging of the statement in lieu of prospectus, as the case may be, he
has by himself or by his agent authorised in writing for the purpose signed before a notary public, solicitor, a
practising member of the Singapore Association of the Institute of Chartered Secretaries and Administrators or an
approved company auditor and lodged with the Registrar a consent in writing to act as a director together with a
prescribed statement that he is not disqualified from acting as a director under this Act and has —

                  (a)      signed the memorandum for a number of shares not less than his qualification, if any;

                  (b)      signed and lodged with the Registrar an undertaking in writing to take from the company
                           and pay for his qualification shares, if any;

                  (c)      made and lodged with the Registrar a statutory declaration to the effect that a number of
                           shares, not less than the qualification, if any, is registered in his name; or

                  (d)      in the case of a company formed or intended to be formed by way of reconstruction of
                           another corporation or group of corporations or to acquire the shares in another
                           corporation or group of corporations, made and lodged with the Registrar a statutory
                           declaration that he was a shareholder in that other corporation or in one or more of the
                           corporations of that group, and that as a shareholder he will be entitled to receive and
                           have registered in his name a number of shares not less than his qualification, by virtue of
                           the terms of an agreement relating to the reconstruction.

(2)      Where a person has signed and lodged an undertaking to take and pay for his qualification shares, he shall,
as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.

(3)       Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director)
shall not apply to —

                  (a)      a company not having a share capital;
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                  (b)      a private company; or

                  (c)      a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or
                           on behalf of a company or to articles adopted by a company after the expiration of one
                           year from the date on which the company was entitled to commence business.

(4)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a
default penalty.

(5)       The restrictions in this section on a director or proposed director of a company incorporated under this Act
in relation to a prospectus shall apply in the same manner and extent to a director or proposed director of a foreign
company as if the references in subsections (1) and (4) to a company included references to a foreign company.



                                              Qualification of director.

147.(1) Without affecting the operation of sections 145 and 146, every director, who is by the articles required to
hold a specified share qualification and who is not already qualified, shall obtain his qualification within two months
after his appointment or such shorter period as is fixed by the articles.

(2)      Unless otherwise provided by the articles, the qualification of any director of a company must be held by
him solely and not as one of several joint holders.

(3)      A director shall vacate his office if he has not within the period referred to in subsection (1) obtained his
qualification or if after so obtaining it he ceases at any time to hold his qualification.

(4)      Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $4,000 and also to a default penalty.

(5)      A person vacating office under this section shall be incapable of being reappointed as director until he has
obtained his qualification.



                        Restriction on undischarged bankrupt being director or manager

148.(1) Every person who, being an undischarged bankrupt (whether he was adjudged bankrupt by a Singapore
Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in
or is concerned in the management of, any corporation, except with the leave of the Court or the written permission
of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to both.

(2)      On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee,
as the case may be, the Court or the Official Assignee may refuse the application or approve the application subject
to such condition as the Court or the Official Assignee, as the case may be, may impose.

(3)     The Court shall not give leave under this section unless notice of intention to apply therefor has been
served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them
may be represented at the hearing of and may oppose the granting of the application.



                            Disqualification of unfit directors of insolvent companies.

149.(1) The Court may —


                                                          155
                  (a)      on the application of the Minister or the Official Receiver as provided for in subsection
                           (9) (a); and

                  (b)      on being satisfied as to the matters referred to in subsection (2),

make an order disqualifying a person specified in the order from being a director or in any way, whether directly or
indirectly, being concerned in, or take part in, the management of a company during such period not exceeding 5
years after the date of the order as is specified in the order (referred to in this section as a disqualification order).

(2)      The Court shall make a disqualification order under subsection (1) if it is satisfied that —

                  (a)      the person against whom the order is sought has been given not less than 14 days’ notice
                           of the application; and

                  (b)      the person —

                           (i)       is or has been a director of a company which has at any time gone into
                                     liquidation (whether while he was a director or within 3 years of his ceasing to
                                     be a director) and was insolvent at that time; and

                           (ii)      that his conduct as director of that company either taken alone or taken together
                                     with his conduct as a director of any other company or companies makes him
                                     unfit to be a director of or in any way, whether directly or indirectly, be
                                     concerned in, or take part in, the management of a company.

(3)      If in the case of a person who is or has been a director of a company which is —

                  (a)      being wound up by the Court, it appears to the Official Receiver or to the liquidator, if he
                           is not the Official Receiver;

                  (b)      being wound up otherwise than as mentioned in paragraph (a), it appears to the
                           liquidator, that the conditions mentioned in subsection (2) (b) are satisfied as respects that
                           person, the Official Receiver or the liquidator, as the case may be, shall forthwith report
                           the matter to the Minister.

(4)      The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —

                  (a)      to furnish him with such information with respect to any person’s conduct as a director of
                           the company; and

                  (b)      to produce and permit inspection of such books, papers and other records relevant to that
                           person’s conduct as such a director,

as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of
his functions under this section; and if default is made in complying with that requirement the Court may, on the
application of the Minister, make an order requiring that person to make good the default within such time as is
specified in the order.

(5)      For the purposes of this section —

                  (a)      a company has gone into liquidation —

                           (i)       if it is wound up by the Court, on the date of the presentation of the winding up
                                     petition;

                           (ii)      where a provisional liquidator was appointed under section 291 (1), at the time
                                     when the declaration made under that subsection was lodged with the Registrar;
                                     and

                                                          156
                             (iii)    in any other case, on the date of the passing of the resolution for the voluntary
                                      winding up; and

                  (b)        a company was insolvent at the time it has gone into liquidation if it was unable to pay its
                             debts, within the meaning of that expression in section 254 (2),

and references in this section to a person’s conduct as a director of any company or companies include, where any of
those companies have become insolvent, references to that person’s conduct in relation to any matter connected with
or arising out of the insolvency of that company.

(6)       In deciding whether a person’s conduct as a director of any particular company or companies make him
unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2) (b), the
Court shall in relation to his conduct as a director of that company or, as the case may be, each of those companies
have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in
paragraph (b), notwithstanding that the director has not been convicted or may be criminally liable in respect of any
of these matters —

                  (a)        (i)      as to whether there has been any misfeasance or breach of any fiduciary or other
                                      duty by the director in relation to the company;

                             (ii)     as to whether there has been any misapplication or retention by the director of,
                                      or any conduct by the director giving rise to an obligation to account for, any
                                      money or other property of the company;

                             (iii)    as to the extent of the director’s responsibility for any failure by the company to
                                      comply with sections 138, 190, 191, 197, 199 and 201; and

                  (b)        (i)      as to the extent of the director’s responsibility for the causes of the company
                                      becoming insolvent;

                             (ii)     as to the extent of the director’s responsibility for any failure by the company to
                                      supply any goods or services which have been paid for (in whole or in part);

                             (iii)    as to the extent of the director’s responsibility for the company entering into any
                                      transaction liable to be set aside under section 259;

                             (iv)     as to whether the causes of the company becoming insolvent are attributable to
                                      its carrying on business in a particular industry where the risk of insolvency is
                                      generally recognised to be higher.

(7)      The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection
(6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or
expedient.

(8)      In this section —

         “company” includes a corporation and a foreign company but does not include a partnership or association
         to which Division 5 of Part X applies;

         “director” in relation to a company, includes a “shadow director”;

         “shadow director” , in relation to a company, means a person in accordance with whose directions or
         instructions the directors of a company are accustomed to act except that a person shall not be deemed to be
         a shadow director by reason only that the directors act on advice given by him in a professional capacity.

(9)               (a)        In the case of a person who is or has been a director of a company which has gone into
                             liquidation and is being wound up by the Court, an application under this section shall be
                             made by the Official Receiver but in any other case an application shall be made by the
                             Minister.
                                                          157
                  (b)      On a hearing of an application under this section —

                           (i)      the Minister or the Official Receiver, as the case may be, shall appear and call
                                    the attention of the Court to any matter which appears to him to be relevant (and
                                    for this purpose the Minister may be represented) and may give evidence or call
                                    witnesses; and

                           (ii)     the person against whom an order is sought may appear and himself give
                                    evidence or call witnesses.

(10)      This section shall not apply unless the company mentioned in subsection (2) (b) has gone into insolvent
liquidation on or after 15th August 1984 and the conduct to which the Court shall have regard shall not include
conduct as a director of a company that has gone into liquidation before that date.

(11)     A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a
disqualification order made against him in respect of acts done in his capacity as judicial manager, receiver or
receiver manager, as the case may be.

(12)    Any person who acts in contravention of a disqualification order made under this section shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years or to both.

(13)     Nothing in this section shall prevent a person who is disqualified pursuant to an order made under
subsection (1) from applying for leave of the Court to be concerned in or take part in the management of a company.

(14)     On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver
shall appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter
which appears to him to be relevant to the application and may himself give evidence or call witnesses.

(15)    Any right to apply for leave of the Court to be concerned or take part in the management of a company that
was subsisting immediately before 23rd March 1990 shall, after that date, be treated as subsisting by virtue of the
corresponding provision made under this section.



       Disqualification of directors of companies wound up on grounds of national security or interest

149A.(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section
254 (1) (m) on the ground that it is being used for purposes against national security or interest, the Court may, on
the application of the Minister, make an order (referred to in this section as a disqualification order) disqualifying
any person who is a director of that company from being a director or in any way, directly or indirectly, being
concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years
from the date of the making of the winding up order.

(2)       The Court shall not make a disqualification order against any person under subsection (1) unless the Court
is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the
Minister’s application for the order.

(3)      The Court shall not make a disqualification order against any person under subsection (1) if such person
proves to the satisfaction of the Court that —

                  (a)      the company had been used for purposes against national security or interest without his
                           consent or connivance; and

                  (b)      he had exercised such diligence to prevent the company from being so used as he ought
                           to have exercised having regard to the nature of his function in that capacity and to all the
                           circumstances.


                                                         158
(4)      Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years or to both.

(5)      In this section —

         “director” , in relation to a company, includes a shadow director;

         “foreign company” means a foreign company to which Division 2 of Part XI applies;

         “shadow director” , in relation to a company, means a person in accordance with whose directions or
         instructions the directors of a company are accustomed to act except that a person shall not be deemed to be
         a shadow director by reason only that the directors act on advice given by him in a professional capacity.



                                Appointment of directors to be voted on individually.

150.(1) At a general meeting of a public company, a motion for the appointment of two or more persons as
directors by a single resolution shall not be made unless a resolution that it shall be so made has first been agreed to
by the meeting without any vote being given against it.

(2)       A resolution passed in pursuance of a motion made in contravention of this section shall be void, whether
or not its being so moved was objected to at the time.

(3)     Where a resolution pursuant to a motion made in contravention of this section is passed no provision for the
automatic reappointment of retiring directors in default of another appointment shall apply.

(4)      For the purposes of this section, a motion for approving a person’s appointment or for nominating a person
for appointment shall be treated as a motion for his appointment.

(5)      Nothing in this section shall —

                  (a)        apply to a resolution altering the company’s articles;

                  (b)        prevent the election of two or more directors by ballot or poll.



                                       Validity of acts of directors and officers.

151.     The acts of a director or manager or secretary shall be valid notwithstanding any defect that may afterwards
be discovered in his appointment or qualification.



                                                 Removal of directors.

152.(1) A public company may by ordinary resolution remove a director before the expiration of his period of
office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where
any director so removed was appointed to represent the interests of any particular class of shareholders or debenture
holders the resolution to remove him shall not take effect until his successor has been appointed.

(2)      Special notice shall be required of any resolution to remove a director under this section or to appoint some
person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an
intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the
director concerned, and the director, whether or not he is a member of the company, shall be entitled to be heard on
the resolution at the meeting.

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(3)      Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto
representations in writing to the company, not exceeding a reasonable length, and requests their notification to
members of the company, the company shall, unless the representations are received by it too late for it to do so —

                  (a)      in any notice of the resolution given to members of the company state the fact of the
                           representations having been made; and

                  (b)      send a copy of the representations to every member of the company to whom notice of
                           the meeting is sent, whether before or after receipt of the representations by the company,

and if a copy of the representations is not so sent because they were received too late or because of the company’s
default the director may, without prejudice to his right to be heard orally, require that the representations shall be
read out at the meeting.

(4)      Notwithstanding subsections (1), (2) and (3) copies of the representations need not be sent out and the
representations need not be read out at the meeting if, on the application either of the company or of any other
person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to
secure needless publicity for defamatory matter and the Court may order the company’s costs on an application
under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the
application.

(5)    A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is
removed, may be filled as a casual vacancy.

(6)      A person appointed director in place of a person removed under this section shall be treated, for the purpose
of determining the time at which he or any other director is to retire, as if he had become a director on the day on
which the person in whose place he is appointed was last appointed a director.

(7)       Nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation
or damages payable to him in respect of the termination of his appointment as director or of any appointment
terminating with that as director or as derogating from any power to remove a director which may exist apart from
this section.

(8)     A director of a public company shall not be removed by, or be required to vacate his office by reason of,
any resolution, request or notice of the directors or any of them notwithstanding anything in the articles or any
agreement.



                                               Age limit for directors.

153.(1) Subject to this section but notwithstanding anything in the memorandum or articles of the company, no
person of or over the age of 70 years shall be appointed or act as a director of a public company or of a subsidiary of
a public company.

(2)      The office of a director of a public company or of a subsidiary of a public company shall become vacant at
the conclusion of the annual general meeting commencing next after he attains the age of 70 years.

(3)      Any act done by a person as director shall be valid notwithstanding that it is afterwards discovered that
there was a defect in his appointment or that his appointment had terminated by virtue of subsection (2).

(4)     Where the office of a director has become vacant by virtue of subsection (2) no provision for the automatic
reappointment of retiring directors in default of another appointment shall apply in relation to that director.

(5)       If any such vacancy has not been filled at the meeting at which the office became vacant the office may be
filled as a casual vacancy.

(6)     Notwithstanding anything in this section, a person of or over the age of 70 years may, by a resolution of
which no shorter notice than that required to be given to the members of the company of an annual general meeting
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has been duly given, passed by a majority of not less than three-fourths of such members of the company as being
entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of that company, be
appointed or reappointed as a director of that company to hold office until the next annual general meeting of the
company or be authorised to continue in office as a director until the next annual general meeting of the company.

(7)       Section 179 relating to the demanding of a poll and the holding of a poll shall apply to a resolution under
this section.

(8)      Nothing in this section shall limit or affect the operation of any provision of the memorandum or articles of
a company preventing any person from being appointed a director or requiring any director to vacate his office at
any age below 70 years.

(9)      The provisions of the articles of a company relating to the rotation and retirement of directors shall not
apply to a director who is appointed or reappointed pursuant to this section but such provisions of the articles shall
continue to apply to all other directors of the company.



                        Disqualification to act as director on conviction for certain offences.

154.(1) Where a person is convicted (whether in Singapore or elsewhere of any offence involving fraud or
dishonesty punishable with imprisonment for 3 months or more, he shall be subject to the disqualifications provided
in subsection (3).

(2)      Where a person is convicted in Singapore of —

                  (a)       any offence in connection with the formation or management of a corporation; or

                  (b)       any offence under section 157 or 339,

the court may make a disqualification order in addition to any other sentence imposed.

(3)      A person who is disqualified under subsection (1) or who has had a disqualification order made against him
under subsection (2) shall not act as a director of a company or of a foreign company to which Division 2 of Part XI
applies nor shall he take part, whether directly or indirectly, in the management of such a company or foreign
company.

(4)               (a)       Where a disqualified person has not been sentenced to imprisonment, the
                            disqualifications in subsection (3) take effect upon conviction and shall continue for a
                            period of 5 years or for such shorter period as the court may order under subsection (2).

                  (b)       Where a disqualified person is sentenced to imprisonment, the disqualifications in
                            subsection (3) shall take effect upon conviction and shall continue for a period of 5 years
                            after his release from prison.

(5)       A person who acts in contravention of a disqualification under this section shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or
to both.

(6)      An application for leave to act as a director of a company or of a foreign company to which Division 2 of
Part XI applies or to take part, whether directly or indirectly, in the management of such a company or foreign
company may be made by a person against whom a disqualification order has been made upon that person giving the
Minister not less than 14 days’ notice of his intention to apply for such leave.

(7)    On the hearing of any application under this section, the Minister may be represented at the hearing and
may oppose the granting of the application.

(8)      Without prejudice to section 409, a District Court may make a disqualification order under this section.

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(9)      Any right to apply for leave of the Court to be a director or promoter or to be concerned or take part in the
management of a company that was subsisting immediately before 12th November 1993 shall on or after that date
be treated as subsisting by virtue of the corresponding provision made under this section.



            Disqualification for persistent default in relation to delivery of documents to Registrar.

155.(1) Where a person has been persistently in default in relation to relevant requirements of this Act and that
person, within a period of 5 years after he has last been adjudged guilty of any offence or has had made against him
an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the leave of the
Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management
of a company, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.

(2)       Any provision of this Act which requires any return, account or other document to be filed with, delivered
or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of
this section.

(3)      For the purposes of this section, the fact that a person has been persistently in default in relation to relevant
requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5
years, he has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more
orders made against him under section 13 or 399 in relation to those requirements.

(4)     A person shall be treated as being adjudged guilty of 3 or more offences in relation to any such relevant
requirements of this Act for the purpose of subsection (3) if he is convicted of any 3 or more offences by virtue of
any contravention of, or failure to comply with, any such requirements (whether on his own part or on the part of
any company).

(5)      For the purpose of this section, a conviction for an offence under section 154 (1) (a) shall not be treated as
an offence in relation to a relevant requirement of this Act.

(6)      Where a person has had a third or subsequent order made against him under section 13 or 399 and by virtue
of the operation of this section that person is disqualified from being a director or promoter of or from being in any
way directly or indirectly concerned or taking part in the management of a company, nothing in this section shall be
construed as preventing that person from complying with the order of the Court and for this purpose he shall be
deemed to have the same status, powers and duties as he had at the time the act, matter or thing should have been
done.

(7)     For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty
of 3 or more offences or has had made against him 3 or more orders under section 13 or 399 in relation to the
requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.

(8)      No account shall be taken for the purposes of this section of any offence which was committed or, in the
case of a continuing offence, began before 15th May 1984.

(9)      A person intending to apply for leave of the Court under this section shall give to the Minister not less than
14 days’ notice of his intention so to apply.

(10)     On the hearing of any application under this section, the Minister may be represented and may oppose the
granting of the application.

(11)     In this section, company includes an unregistered company within the meaning of section 350 (1).



                             Disclosure of interests in contracts, property, offices, etc.


                                                           162
156.(1) Subject to this section, every director of a company who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company shall as soon as practicable after the relevant facts
have come to his knowledge declare the nature of his interest at a meeting of the directors of the company.

(2)      The requirements of subsection (1) shall not apply in any case where the interest of the director consists
only of being a member or creditor of a corporation which is interested in a contract or proposed contract with the
first-mentioned company if the interest of the director may properly be regarded as not being a material interest.

(3)      A director of a company shall not be deemed to be interested or to have been at any time interested in any
contract or proposed contract by reason only —

                  (a)       in a case where the contract or proposed contract relates to any loan to the company —
                            that he has guaranteed or joined in guaranteeing the repayment of the loan or any part of
                            the loan; or

                  (b)       in a case where the contract or proposed contract has been or will be made with or for the
                            benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be
                            related to the company — that he is a director of that corporation,

and this subsection shall have effect not only for the purposes of this Act but also for the purposes of any other law,
but shall not affect the operation of any provision in the articles of the company.

(4)      For the purposes of subsection (1), a general notice given to the directors of a company by a director to the
effect that he is an officer or member of a specified corporation or a member of a specified firm and is to be
regarded as interested in any contract which may, after the date of the notice, be made with that corporation or firm
shall be deemed to be a sufficient declaration of interest in relation to any contract so made if it specifies the nature
and extent of his interest in the specified corporation or firm and his interest is not different in nature or greater in
extent than the nature and extent so specified in the general notice at the time any contract is so made, but no such
notice shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to
ensure that it is brought up and read at the next meeting of the directors after it is given.

(5)       Every director of a company who holds any office or possesses any property whereby whether directly or
indirectly duties or interests might be created in conflict with his duties or interests as director shall declare at a
meeting of the directors of the company the fact and the nature, character and extent of the conflict.

(6)      The declaration shall be made at the first meeting of the directors held —

                  (a)       after he becomes a director; or

                  (b)       (if already a director) after he commenced to hold the office or to possess the property,

as the case requires.

(7)     The secretary of the company shall record every declaration under this section in the minutes of the
meeting at which it was made.

(8)       For the purposes of this section, an interest of a member of a director’s family shall be treated as an interest
of the director.

(9)       Subject to subsection (3), this section shall be in addition to and not in derogation of the operation of any
rule of law or any provision in the articles restricting a director from having any interest in contracts with the
company or from holding offices or possessing properties involving duties or interests in conflict with his duties or
interests as a director.

(10)    Any director of a company who fails to comply with any of the provisions of this section shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not
exceeding one year.


                                                           163
                                        As to the duty and liability of officers.

157.(1) A director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his
office.

(2)      An officer or agent of a company shall not make improper use of any information acquired by virtue of his
position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any
other person or to cause detriment to the company.

(3)      An officer or agent who commits a breach of any of the provisions of this section shall be —

                  (a)        liable to the company for any profit made by him or for any damage suffered by the
                             company as a result of the breach of any of those provisions; and

                  (b)        guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to
                             imprisonment for a term not exceeding one year.

(4)       This section is in addition to and not in derogation of any other written law or rule of law relating to the
duty or liability of directors or officers of a company.

(5)      In this section —

         “officer” includes a person who at any time has been an officer of the company;

         “agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a
         banker, solicitor or auditor of the company.



158.     (Repealed)



  Power of directors to have regard to interest of its employees, members and rulings of Securities Industry
                                                    Council.

159.    The matters to which the directors of a company are entitled to have regard in exercising their powers shall
include —

                  (a)        the interests of the company’s employees generally, as well as the interests of its
                             members; and

                  (b)        the rulings of the Securities Industry Council on the interpretation of the principles and
                             rules of and the practice to be followed under the Singapore Code on Take-overs and
                             Mergers.



       Approval of company required for disposal by directors of company’s undertaking or property.

160.(1) Notwithstanding anything in a company’s memorandum or articles, the directors shall not carry into effect
any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless
those proposals have been approved by the company in general meeting.

(2)      The Court may, on the application of any member of the company, restrain the directors from entering into
a transaction in contravention of subsection (1).



                                                           164
(3)     A transaction entered into in contravention of subsection (1) shall, in favour of any person dealing with the
company for valuable consideration and without actual notice of the contravention, be as valid as if that subsection
had been complied with.

(4)      This section shall not apply to proposals for disposing of the whole or substantially the whole of the
company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the
company appointed under a power contained in any instrument or a liquidator of a company appointed in a
voluntary winding up.



160A. Repealed.



160B. Repealed.



160C. Repealed.



160D. Repealed.



                         Approval of company required for issue of shares by directors.

161.(1) Notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior
approval of the company in general meeting, exercise any power of the company to issue shares.

(2)      Approval for the purposes of this section may be confined to a particular exercise of that power or may
apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.

(3)      Any approval for the purposes of this section shall continue in force until —

                  (a)      the conclusion of the annual general meeting commencing next after the date on which
                           the approval was given; or

                  (b)      the expiration of the period within which the next annual general meeting after that date
                           is required by law to be held,

whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.

(4)       The directors may issue shares notwithstanding that an approval for the purposes of this section has ceased
to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by them while
the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option
which would or might require shares to be issued after the expiration of the approval.

(5)      Section 186 shall apply to any resolution whereby an approval is given for the purposes of this section.

(6)      Any issue of shares made by a company in contravention of this section shall be void and consideration
given for the shares shall be recoverable accordingly.

(7)      Any director who knowingly contravenes, or permits or authorises the contravention of, this section with
respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were
issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but

                                                         165
no proceedings to recover any such loss, damages or costs shall be commenced after the expiration of two years
from the date of the issue.



                                                  Loans to directors.

162.(1) A company (other than an exempt private company) shall not make a loan to a director of the company or
of a company which by virtue of section 6 is deemed to be related to that company, or enter into any guarantee or
provide any security in connection with a loan made to such a director by any other person but nothing in this
section shall apply —

                  (a)      subject to subsection (2), to anything done to provide such a director with funds to meet
                           expenditure incurred or to be incurred by him for the purposes of the company or for the
                           purpose of enabling him properly to perform his duties as an officer of the company;

                  (b)      to anything done to provide such a director who is engaged in the full-time employment
                           of the company or of a corporation that is deemed to be related to that company, as the
                           case may be, with funds to meet expenditure incurred or to be incurred by him in
                           purchasing or otherwise acquiring a home;

                  (c)      to any loan made to such a director who is engaged in the full-time employment of the
                           company or of a corporation that is deemed to be related to that company, as the case
                           may be, where the company has at a general meeting approved of a scheme for the
                           making of loans to employees of the company and the loan is in accordance with that
                           scheme; or

                  (d)      to any loan made to such director in the ordinary course of business of a company whose
                           ordinary business includes the lending of money or the giving of guarantees in
                           connection with loans made by other persons if the activities of that company are
                           regulated by any written law relating to banking, finance companies or insurance or are
                           subject to supervision by the Monetary Authority of Singapore.

(2)      Subsection (1) (a) or (b) shall not authorise the making of any loan, or the entering into any guarantee, or
the provision of any security except —

                  (a)      with the prior approval of the company given at a general meeting at which the purposes
                           of the expenditure and the amount of the loan or the extent of the guarantee or security, as
                           the case may be, are disclosed; or

                  (b)      on condition that, if the approval of the company is not given as aforesaid at or before the
                           next following annual general meeting, the loan shall be repaid or the liability under the
                           guarantee or security shall be discharged, as the case may be, within 6 months from the
                           conclusion of that meeting.

(3)       Where the approval of the company is not given as required by any such condition the directors authorising
the making of the loan or the entering into the guarantee or the provision of the security shall be jointly and severally
liable to indemnify the company against any loss arising therefrom.

(4)       Where a company contravenes this section any director who authorises the making of any loan, the entering
into of any guarantee or the providing of any security contrary to this section shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.

(5)       Nothing in this section shall operate to prevent the company from recovering the amount of any loan or
amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to
this section.

(6)     For the purpose of subsection (1), the reference to director therein includes a reference to his spouse, son,
adopted son, step-son, daughter, adopted daughter and step-daughter.
                                                        166
                 Prohibition of loans to persons connected with directors of lending company.

163.(1) Subject to this section, it shall not be lawful for a company (other than an exempt private company) —

                  (a)      to make a loan to another company; or

                  (b)      to enter into any guarantee or provide any security in connection with a loan made to
                           another company by a person other than the first-mentioned company,

if a director or directors of the first-mentioned company is or together are interested in shares in the other company
of a nominal value equal to 20% or more of the nominal value of its equity share capital.

(2)      Subsection (1) shall extend to apply to a loan, guarantee or security in connection with a loan made by a
company (other than an exempt private company) to another company where such other company is incorporated
outside Singapore, if a director or directors of the first-mentioned company —

                  (a)      is or together are interested in shares in the other company of the nominal value described
                           in subsection (1); or

                  (b)      in a case where the other company does not have a share capital, exercises or together
                           exercise control over the other company whether by reason of having the power to
                           appoint directors or otherwise.

(3)      For the purposes of this section —

                  (a)      where a company makes a loan to another company or gives a guarantee or provides
                           security in connection with a loan made to another company, a director or directors of the
                           first-mentioned company shall not be taken to have an interest in shares in that other
                           company by reason only that the first-mentioned company has an interest in shares in that
                           other company and a director or directors have an interest in shares in the first-mentioned
                           company; and

                  (b)      “interest in shares” has the meaning assigned to that expression in section 7.

(4)      This section shall not apply —

                  (a)      to anything done by a company where the other company (whether that company is
                           incorporated in Singapore or otherwise) is its subsidiary or holding company or a
                           subsidiary of its holding company; or

                  (b)      to a company, whose ordinary business includes the lending of money or the giving of
                           guarantees in connection with loans made by other persons, to anything done by the
                           company in the ordinary course of that business if the activities of that company are
                           regulated by any written law relating to banking, finance companies or insurance or are
                           subject to supervision by the Monetary Authority of Singapore.

(5)       For the purposes of this section, an interest of a member of a director’s family shall be treated as the
interest of the director and the words “member of a director’s family” shall include his spouse, son, adopted son,
step-son, daughter, adopted daughter and step-daughter.

(6)     Nothing in this section shall operate to prevent the recovery of any loan or the enforcement of any
guarantee or security whether made or given by the company or any other person.

(7)      Where a company contravenes this section, any director who authorises the making of any loan, the
entering into of any guarantee or the providing of any security contrary to this section shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2
years.
                                                        167
                                        Register of director’s share holdings.

164.(1) A company shall keep a register showing with respect to each director of the company particulars of —

                  (a)       shares in that company or in a related corporation, being shares of which the director is a
                            registered holder or in which he has an interest and the nature and extent of that interest;

                  (b)       debentures of or participatory interests made available by the company or a related
                            corporation which are held by the director or in which he has an interest and the nature
                            and extent of that interest;

                  (c)       rights or options of the director or of the director and another person or other persons in
                            respect of the acquisition or disposal of shares in the company or a related corporation;
                            and

                  (d)       contracts to which the director is a party or under which he is entitled to a benefit, being
                            contracts under which a person has a right to call for or to make delivery of shares in the
                            company or in a related corporation.

(2)      A company need not show, in its register with respect to a director, particulars of shares in a related
corporation that is a wholly-owned subsidiary of the company or of another corporation.

(3)       A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with
this section in relation to a director who is a director of that other company if the particulars required by this section
to be shown in the register of the first-mentioned company with respect to the director are shown in the register of
the second-mentioned company.

(4)      For the purposes of subsections (2) and (3), a company is a wholly-owned subsidiary of another company if
none of the members of the first-mentioned company is a person other than —

                  (a)       the second-mentioned company;

                  (b)       a nominee of the second-mentioned company;

                  (c)       a subsidiary of the second-mentioned company being a subsidiary none of the members
                            of which is a person other than the second-mentioned company or a nominee of the
                            second-mentioned company; or

                  (d)       a nominee of such a subsidiary.

(5)       A company shall, within 3 days after receiving notice from a director under section 165 (1) (a), enter in its
register in relation to the director the particulars referred to in subsection (1) including the number and description of
shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of
shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a
director —

                  (a)       the price or other consideration for the transaction, if any, by reason of which an entry is
                            required to be made under this section; and

                  (b)       the date of —

                            (i)      the agreement for the transaction or, if it is later, the completion of the
                                     transaction; or

                            (ii)     where there was no transaction, the occurrence of the event by reason of which
                                     an entry is required to be made under this section.

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(6)       A company shall, within 3 days after receiving a notice from a director under section 165 (1) (b), enter in
its register the particulars of the change referred to in the notice.

(7)       A company is not, by reason of anything done under this section, to be taken for any purpose to have notice
of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory
interest made available by the company.

(8)      A company shall, subject to this section, keep its register at the registered office of the company and the
register shall be open for inspection by a member of the company without charge and by any other person on
payment for each inspection of a sum of $3 or such lesser sum as the company requires.

(9)       A person may request a company to furnish him with a copy of its register or any part thereof on payment
in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be
copied and the company shall send the copy to that person within 21 days or such longer period as the Registrar
thinks fit after the day on which the request is received by the company.

(10)     The Registrar may by notice in writing require a company to send to him within such time as may be
specified in the notice a copy of its register or any part thereof.

(11)    A company shall produce its register at the commencement of each annual general meeting of the company
and keep it open and accessible during the meeting to all persons attending the meeting.

(12)      It is a defence to a prosecution for failing to comply with subsection (1) or (5) in respect of particulars
relating to a director if the defendant proves that the failure was due to the failure of the director to comply with
section 165 with respect to those particulars.

(13)     In this section —

                  (a)        a reference to a participatory interest is a reference to an interest within the meaning of
                             section 107; and

                  (b)        a reference to a person who holds or acquires shares, debentures or participatory interests
                             or an interest in shares, debentures or participatory interests includes a reference to a
                             person who under an option holds or acquires a right to acquire or dispose of a share,
                             debenture or participatory interest or an interest in a share, debenture or participatory
                             interest.

(14)     In determining for the purposes of this section whether a person has an interest in a debenture or
participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying
those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.

(15)     For the purposes of the application of this section —

                  (a)        a director of a company shall be deemed to hold or have an interest or a right in or over
                             any shares or debentures if a wife or husband of the director (not being herself or himself
                             a director thereof) holds or has an interest or a right in or over any shares or debentures or
                             an infant son or infant daughter of that director (not being himself or herself a director)
                             holds or has an interest in shares or debentures; and

                  (b)        any contract, assignment or right of subscription exercised or made by or grant made to
                             the wife or husband of a director of a company (not being herself or himself a director
                             thereof) shall be deemed to have been entered into or exercised or made or, as the case
                             may be, as having been made to the director; and so shall a contract, assignment or right
                             of subscription entered into, exercised or made by or grant made to an infant son or infant
                             daughter of a director of a company (not being himself or herself a director thereof).

(16)    In subsection (15), “son” includes step-son and adopted son and “daughter” includes step-daughter and
adopted daughter.

                                                           169
(17)     If default is made in complying with this section the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction of a fine not exceeding $15,000 or to
imprisonment for a term not exceeding 3 years and in the case of a continuing offence to a further fine of $1,000 for
every day during which the offence continues after conviction.



                             Power to require disclosure of directors’ emoluments.

164A.(1) If a company is served with a notice sent by or on behalf of —

                  (a)      at least 10% of the total number of members of the company; or

                  (b)      the holders in aggregate of not less than 5% in nominal value of the company’s issued
                           share capital,

requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be
disclosed, the company shall —

                  (c)      within 14 days or such longer period as the Registrar may allow, prepare or cause to be
                           prepared and cause to be audited a statement showing the total amount of emoluments
                           and other benefits paid to or received by each of the directors of the company and each
                           director of a subsidiary; including any amount paid by way of salary, for the financial
                           year immediately preceding the service of the notice;

                  (d)      when the statement referred to in paragraph (c) has been audited, within 14 days send a
                           copy of the statement to all persons entitled to receive notice of general meetings of the
                           company; and

                  (e)      lay the statement before the next general meeting of the company held after the statement
                           is audited.

(2)       If default is made in complying with this section, the company and every director of the company shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.



                                         General duty to make disclosure.

165.(1) A director of a company shall give notice in writing to the company —

                  (a)      of such particulars relating to shares, debentures, participatory interests, rights, options
                           and contracts as are necessary for the purposes of compliance by the first-mentioned
                           company with section 164;

                  (b)      of particulars of any change in respect of the particulars referred to in paragraph (a) of
                           which notice has been given to the company including the consideration, if any, received
                           as a result of the event giving rise to the change;

                  (c)      of such events and matters affecting or relating to himself as are necessary for the
                           purposes of compliance by the company with section 173 that are applicable in relation to
                           him; and

                  (d)      if he is a director of a public company or of a subsidiary of a public company of the date
                           when he attained or will have attained the age of 70 years.

(2)      A notice under subsection (1) shall be given —


                                                          170
                  (a)        in the case of a notice under subsection (1) (a), within two days after —

                             (i)      the date on which the director became a director; or

                             (ii)     the date on which the director became a registered holder of or acquired an
                                      interest in the shares, debentures, participatory interests, rights, options or
                                      contracts,

                             whichever last occurs;

                  (b)        in the case of a notice under subsection (1) (b), within two days after the occurrence of
                             the event giving rise to the change referred to in that paragraph; and

                  (c)        in the case of a notice under subsection (1) (d), within two days after the date on which
                             the director became a director.

(3)       A company shall, within 7 days after it receives a notice given under subsection (1), send a copy of the
notice to each of the other directors of the company.

(4)      It is a defence to a prosecution for failing to comply with subsection (1) (a) or (b) or with subsection (2) if
the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which
was necessary to constitute the offence and that —

                  (a)        he was not so aware on the date of the information or summons; or

                  (b)        he became so aware less than 7 days before the date of the summons.

(5)      For the purposes of subsection (4), a person shall conclusively be presumed to have been aware at a
particular time of a fact or occurrence —

                  (a)        of which he would, if he had acted with reasonable diligence in the conduct of his affairs,
                             have been aware at that time; or

                  (b)        of which an employee or agent of the person, being an employee or agent having duties
                             or acting in relation to his master’s or principal’s interest or interests in a share in or a
                             debenture of or participatory interest issued by the company concerned, was aware or
                             would, if he had acted with reasonable diligence in the conduct of his master’s or
                             principal’s affairs, have been aware at that time.

(6)      In this section —

                  (a)        a reference to a participatory interest is a reference to an interest within the meaning of
                             section 107; and

                  (b)        a reference to a person who holds or acquires shares, debentures or participatory interests
                             or an interest in shares, debentures or participatory interests includes a reference to a
                             person who under an option holds or acquires a right to acquire a share, debenture, or
                             participatory interest or an interest in a share, debenture or participatory interest.

(7)      In determining for the purposes of this section whether a person has an interest in a debenture or
participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying
those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.

(8)      Nothing in section 164 or this section requires a company to enter in its register or requires a director to
give notice to the company of matters that are shown in the register kept by the company in accordance with the
repealed section 134* as in force immediately before 5th October 1973.

*Section 134 of the Companies Act (1970 Ed. Cap. 185.).

                                                           171
(9)      Any director who fails to comply with subsection (1) or (2) or any company that fails to comply with
subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to
imprisonment for a term not exceeding 3 years and in the case of a continuing offence to a further fine of $1,000 for
every day during which the offence continues after conviction.



                  Duty of director to notify stock exchange of acquisition, etc., of its securities.

166.(1) Where a person is obliged by virtue of section 165 to notify a company of any matter within any period,
then, if that matter relates to shares or debentures listed on a stock exchange (as defined in the Securities Industry
Act) he shall also be obliged to notify the stock exchange of that matter within the like period; and the stock
exchange may publish, in such manner as it may determine, any information received by it under this subsection.

(2)      Any person who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and in the case of a
continuing offence to a further fine of $1,000 for every day or part thereof during which the offence continues after
conviction.



167.     (Repealed).



                                    Payments to director for loss of office, etc.

168.(1) It shall not be lawful —

                  (a)      for a company to make to any director any payment by way of compensation for loss of
                           office as an officer of the company or of a subsidiary of the company or as consideration
                           for or in connection with his retirement from any such office; or

                  (b)      for any payment to be made to any director of a company in connection with the transfer
                           of the whole or any part of the undertaking or property of the company.

unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the
members of the company and the proposal has been approved by the company in general meeting and when any
such payment has been unlawfully made the amount received by the director shall be deemed to have been received
by him in trust for the company.

(2)       Where such a payment is to be made to a director in connection with the transfer to any person, as a result
of an offer made to shareholders, of all or any of the shares in the company, that director shall take all reasonable
steps to secure that particulars with respect to the proposed payment, including the amount thereof, shall be included
in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those
particulars are furnished to the shareholders by virtue of any requirement of law relating to take-over offers or any
requirement of the Take-over Code referred to in section 139 of the Securities and Futures Act 2001.

(3)       A director who fails to comply with subsection (2) and a person who has been properly required by a
director to include in or send with any notice under this section the particulars required by that subsection and who
fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum
received by the director on account of the payment shall be deemed to have been received by him in trust for any
person who has sold his shares as a result of the offer made.

(4)      If in connection with any such transfer the price to be paid to a director of the company whose office is to
be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which
could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any
such director, the excess or the money value of the consideration, as the case may be, shall for the purposes of this

                                                         172
section, be deemed to have been a payment made to him by way of compensation for loss of office or as
consideration for or in connection with his retirement from office.

As to payments to directors.

(5)       Any reference in this section to payments to any director of a company by way of compensation for loss of
office or as consideration for or in connection with his retirement from office shall not include —

                  (a)      any payment under an agreement entered into before 1st January 1967;

                  (b)      any payment under an agreement particulars of which have been disclosed to and
                           approved by special resolution of the company;

                  (c)      any bona fide payment by way of damages for breach of contract;

                  (d)      any bona fide payment by way of pension or lump sum payment in respect of past
                           services, including any superannuation or retiring allowance, superannuation gratuity or
                           similar payment, where the value or amount of the pension or payment, except in so far
                           as it is attributable to contributions made by the director, does not exceed the total
                           emoluments of the director in the 3 years immediately preceding his retirement or death;
                           or

                  (e)      any payment to a director pursuant to an agreement made between the company and him
                           before he became a director of the company as the consideration or part of the
                           consideration for the director agreeing to serve the company as a director.

(6)      This section shall be in addition to and not in derogation of any rule of law requiring disclosure to be made
with respect to any such payments or any other like payment.

(7)      In this section, “director” includes any person who has at any time been a director of the company or of a
corporation which is by virtue of section 6 deemed to be related to the company.



                               Provision and improvement of director’s emoluments.

169.(1) A company shall not at any meeting or otherwise provide emoluments or improve emoluments for a
director of a company in respect of his officer as such unless the provision is approved by a resolution that is not
related to other matters and any resolution passed in breach of this section shall be void.

(2)       In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way
of expenses allowance in so far as those sums are charged to income tax in Singapore, any contribution paid in
respect of a director under any pension scheme and any benefits received by him otherwise than in cash in respect of
his services as director.



                                       Provisions as to assignment of office.

170.(1) If in the case of any public company provision is made by the articles or by any agreement entered into
between any person and the company for empowering a director or manager of the company to assign his office as
such to another person, any such assignment of office shall, notwithstanding anything in that provision, be of no
effect until approved by a special resolution of the company.

(2)       This section shall not be construed so as to prevent the appointment by a director, if authorised by the
articles and subject thereto, of an alternate or substitute director to act for or on behalf of the director during his
inability for any time to act as director.


                                                         173
                                                      Secretary.

171.(1) Every company shall have one or more secretaries each of whom shall be a natural person who has his
principal or only place of residence in Singapore.

(1A)     It shall be the duty of the directors of a company to take all reasonable steps to secure that each secretary of
the company is a person who appears to them to have the requisite knowledge and experience to discharge the
functions of secretary of the company and who —

                  (a)      on 15th May 1987 held the office of secretary in that company;

                  (b)      for at least 3 years of the 5 years immediately preceding the appointment as secretary,
                           held the office of secretary of a company;

                  (c)      is a qualified person under the Legal Profession Act, an accountant registered with the
                           Institute of Certified Public Accountants of Singapore, a member of the Singapore
                           Association of the Institute of Chartered Secretaries and Administrators, or a member of
                           such other professional association as may be prescribed; or

                  (d)      is a person, who, by virtue of such academic or professional qualifications as may be
                           prescribed, is capable of discharging those functions.

(1B)      Any person who is appointed by the directors of a company as a secretary by virtue of his qualification
under subsection (1A), after 15th May 1987 shall, at the time of his appointment, lodge with the Registrar a consent
to act as secretary in the prescribed form and shall give such particulars as may be prescribed.

(1C)     A person to whom subsection (1A) (a) applies who, after 15th May 1987, becomes a secretary of another
company and is not qualified to act as secretary under subsection (1A) (b), (c) and (d) shall not be regarded as being
a person who is qualified to discharge the functions of secretary under this subsection.

(1D)     In this subsection and section 173, “secretary” includes an assistant or deputy secretary.

(2)     Subsection (1) shall not operate to prevent a corporation which was acting as the secretary of a company
immediately before 29th December 1967 from continuing to act as secretary of that company for a period of 12
months after that date.

(3)      The secretary or secretaries shall be appointed by the directors and at least one of those secretaries shall be
present at the registered office of the company by himself or his agent or clerk on the days and at the hours during
which the registered office is to be accessible to the public.

(4)      Anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or
for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy
secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the
company authorised generally or specially in that behalf by the directors:

         Provided that the office of secretary shall not be left vacant for more than 6 months at any one time.

(5)      A provision requiring or authorising a thing to be done by or in relation to a director and the secretary shall
not be satisfied by its being done by or in relation to the same person acting both as director and as, or in place of,
the secretary.



                                   Provisions indemnifying directors or officers.

172.(1) Any provision, whether in the articles or in any contract with a company or otherwise, for exempting any
officer or auditor of the company from, or indemnifying him against, any liability which by law would otherwise
attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in
relation to the company, shall be void.
                                                         174
(2)      This section shall not prevent a company —

                  (a)      from purchasing and maintaining for any such officer insurance against any liability
                           referred to in subsection (1) except where the liability arises out of conduct involving
                           dishonesty or a wilful breach of duty; or

                  (b)      from indemnifying such officer or auditor against any liability incurred by him —

                           (i)      in defending any proceedings (whether civil or criminal) in which judgment is
                                    given in his favour or in which he is acquitted; or

                           (ii)     in connection with any application, in relation to such liability, in which relief is
                                    granted to him by the court.



                            Register of directors, managers, secretaries and auditors.

173.(1) Every company shall keep at its registered office a register of its directors, managers, secretaries and
auditors.

(2)       The register shall contain with respect to each director a signed copy of his consent to act as director under
this Act together with a prescribed statement that he is not disqualified to act as a director and shall specify —

                  (a)      his present full name, any former name, his usual residential address, his nationality and
                           his business occupation, if any, and identification, if any; and

                  (b)      particulars of any other directorships of public companies or companies which are
                           subsidiaries of public companies held by the director, but it shall not be necessary for the
                           register to contain particulars of directorships held by a director in a company that by
                           virtue of section 6 is deemed to be related to that company.

(3)     Where a person is a director in one or more subsidiaries of the same holding company it shall be sufficient
compliance with subsection (2) if it is disclosed that the person is the holder of one or more directorships in that
group of companies and the group may be described by the name of the holding company with the addition of the
word “Group”.

(4)     The register shall specify with respect to each manager, secretary and auditor his full name, identification
and address and other occupation, if any.

(5)     The register shall be open to the inspection of any member of the company without charge and of any other
person on payment of $2, or such less sum as the company requires, for each inspection.

(6)      The company shall lodge with the Registrar —

                  (a)      within one month after incorporation, a return in the prescribed form containing the
                           particulars required to be specified in the register;

                  (b)      within one month after a person ceases to be, or becomes, a director of the company, a
                           return in the prescribed form notifying the Registrar of the change and containing, with
                           respect to each such director of the company, the particulars required to be specified in
                           the register;

                  (c)      within one month after a person becomes a manager, secretary or auditor of the company,
                           a return in the prescribed form notifying the Registrar of that fact and specifying the full
                           name, address and other occupation, if any, of that person;

                  (d)      within one month after a person ceases to be a manager, secretary or auditor of the
                           company, a return in the prescribed form notifying the Registrar of that fact;
                                                        175
                  (e)        Deleted;

                  (f)        within one month of any change in the identification or nationality of any director,
                             manager or secretary, a notice in the prescribed form notifying the Registrar of the new
                             identification or nationality of that person.

(7)     Any director, manager or secretary of a company who has changed his residential address shall, within one
month thereof —

                  (a)        notify the company of the change; and

                  (b)        subject to subsection (7A), lodge or cause to be lodged with the Registrar a notice in the
                             prescribed form notifying the Registrar of his new residential address.

(7)      Where any director, manager or secretary of a company has made a report of a change of his residential
address under section 8 of the National Registration Act, he shall be deemed to have notified the Registrar of the
change in compliance with subsection (7) (b).

(7)       If default is made by the company in complying with any of subsections (1) to (6), the company and every
officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine
not exceeding $5,000 and also to a default penalty.

(7)      If default is made by any director, manager or secretary of a company in complying with subsection (7), he
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default
penalty.

(8)      A certificate of the Registrar stating that from any return lodged with the Registrar pursuant to this section
it appears that at any time specified in the certificate any person was a director, manager, secretary or auditor of a
specified company shall in all courts and by all persons having power to take evidence for the purposes of this Act,
be received as prima facie evidence of the facts stated therein and, for the purposes of this subsection, a person who
appears from any return so lodged to be a director, manager, secretary or auditor of a company shall be deemed to
continue as such until by a subsequent return so lodged or by a notification of change in the prescribed form so
lodged it appears that he has ceased to be such a director, manager, secretary or auditor.

(9)      In this section —

         “identification” means, in the case of any person issued with an identity card, the number of the identity
         card, in the case of a person not issued with an identity card, particulars of the passport or such other
         similar evidence of identification as is available, if any;

         “director” includes an alternate, substitute or local director.



                                        Division 3 — Meetings and proceedings



                                        Statutory meeting and statutory report.

174.(1) Every public company that is a limited company and has a share capital shall, within a period of not less
than one month and not more than 3 months after the date at which it is entitled to commence business, hold a
general meeting of the members of the company to be called the “statutory meeting”.

(2)      The directors shall at least 7 days before the day on which the meeting is to be held forward a report to be
called the “statutory report” to every member of the company.

(3)      The statutory report shall be certified by not less than two directors of the company and shall state —

                                                           176
                  (a)      the total number of shares allotted, distinguishing shares allotted as fully or partly paid up
                           otherwise than in cash, and stating in the case of shares partly paid up the extent to which
                           they are so paid up, and in either case the consideration for which they have been
                           allotted;

                  (b)      the total amount of cash received by the company in respect of all the shares allotted and
                           so distinguished;

                  (c)      an abstract of the receipts of the company and of the payments made thereout up to a date
                           within 7 days of the date of the report exhibiting under distinctive headings the receipts
                           from shares and debentures and other sources the payments made thereout and particulars
                           concerning the balance remaining in hand, and an account or estimate of the preliminary
                           expenses;

                  (d)      the names and addresses and descriptions of the directors, trustees for holders of
                           debentures, if any, auditors, if any, managers, if any, and secretaries of the company; and

                  (e)      the particulars of any contract the modification of which is to be submitted to the meeting
                           for its approval together with the particulars of the modification or proposed
                           modification.

(4)     The statutory report shall, so far as it relates to the shares allotted and to the cash received in respect of
such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if
any.

(5)      The directors shall cause a copy of the statutory report and the auditor’s report, if any, to be lodged with the
Registrar at least 7 days before the date of the statutory meeting.

(6)      The directors shall cause a list showing the names and addresses of the members and the number of shares
held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to
any member during the continuance of the meeting.

(7)     The members present at the meeting shall be at liberty to discuss any matter relating to the formation of the
company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of
which notice has not been given in accordance with the articles may be passed.

(8)      The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice
has been given in accordance with the articles either before or subsequently to the former meeting may be passed
and the adjourned meeting shall have the same powers as an original meeting.

(9)      The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any
adjourned meeting a special resolution may be passed that the company be wound up if, notwithstanding any other
provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of
the company.

(10)     In the event of any default in complying with this section every officer of the company who is in default
and every director of the company who fails to take all reasonable steps to secure compliance with this section shall
be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.



                                              Annual general meeting.

175.(1) A general meeting of every company to be called the “annual general meeting” shall in addition to any
other meeting be held once in every calendar year and not more than 15 months after the holding of the last
preceding annual general meeting, but so long as a company holds its first annual general meeting within 18 months
of its incorporation, it need not hold it in the year of its incorporation or in the following year.


                                                          177
(2)      Notwithstanding subsection (1), the Registrar, on the application of the company, may, if for any special
reason he thinks fit to do so, extend the period of 15 months or 18 months referred to in that subsection,
notwithstanding that such period is so extended beyond the calendar year.

(3)      Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may
be held at any time and the company may resolve that any meeting held or summoned to be held shall be the annual
general meeting of the company.

(4)      If default is made in holding an annual general meeting —

                  (a)      the company and every officer of the company who is in default shall be guilty of an
                           offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a
                           default penalty; and

                  (b)      the Court may on the application of any member order a general meeting to be called.



                           Convening of extraordinary general meeting on requisition.

176.(1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members
holding at the date of the deposit of the requisition not less than 10% of such of the paid-up capital as at the date of
the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of
members representing not less than 10% of the total voting rights of all members having at that date a right to vote at
general meetings, forthwith proceed duly to convene an extraordinary general meeting of the company to be held as
soon as practicable but in any case not later than two months after the receipt by the company of the requisition.

(2)      The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited
at the registered office of the company, and may consist of several documents in like form each signed by one or
more requisitionists.

(3)      If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a
meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may
themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors
convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date.

(4)       Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene
a meeting shall be paid to the requisitionists by the company, and any sum so paid shall be retained by the company
out of any sums due or to become due from the company by way of fees or other remuneration in respect of their
services to such of the directors as were in default.

(5)      A meeting at which a special resolution is to be proposed shall be deemed not to be duly convened by the
directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.



                                                 Calling of meetings.

177.(1) Two or more members holding not less than 10% of the issued share capital or, if the company has not a
share capital, not less than 5% in number of the members of the company or such lesser number as is provided by
the articles may call a meeting of the company.

(2)       A meeting of a company or of a class of members, other than a meeting for the passing of a special
resolution, shall be called by notice in writing of not less than 14 days or such longer period as is provided in the
articles.

(3)     A meeting shall, notwithstanding that it is called by notice shorter than is required by subsection (2), be
deemed to be duly called if it is so agreed —

                                                          178
                  (a)      in the case of a meeting called as the annual general meeting, by all the members entitled
                           to attend and vote thereat; or

                  (b)      in the case of any other meeting, by a majority in number of the members having a right
                           to attend and vote thereat, being a majority which together holds not less than 95% in
                           nominal value of the shares giving a right to attend and vote or, in the case of a company
                           not having a share capital, together represents not less than 95% of the total voting rights
                           at that meeting of all the members.

(4)      So far as the articles do not make other provision in that behalf notice of every meeting shall be served on
every member having a right to attend and vote thereat in the manner in which notices are required to be served by
Table A.

(5)      (Deleted).



                                       Articles as to right to demand a poll.

178.(1) Any provision in a company’s articles shall be void in so far as it would have the effect —

                  (a)      of excluding the right to demand a poll at a general meeting on any question or matter
                           other than the election of the chairman of the meeting or the adjournment of the meeting;

                  (b)      of making ineffective a demand for a poll on any question or matter other than the
                           election of the chairman of the meeting or the adjournment of the meeting that is made —

                           (i)      by not less than 5 members having the right to vote at the meeting;

                           (ii)     by a member or members representing not less than 10% of the total voting
                                    rights of all the members having the right to vote at the meeting; or

                           (iii)    by a member or members holding shares in the company conferring a right to
                                    vote at the meeting, being shares on which an aggregate sum has been paid up
                                    equal to not less than 10% of the total sum paid up on all the shares conferring
                                    that right; or

                  (c)      of requiring the instrument appointing a proxy or any other document necessary to show
                           the validity of or otherwise relating to the appointment of a proxy to be received by the
                           company or any other person more than 48 hours before a meeting or adjourned meeting
                           in order that the appointment may be effective thereat.

(2)    The instrument appointing a proxy to vote at a meeting of a company shall be deemed to confer authority to
demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a
member of the company shall be deemed to be the same as a demand by the member.

(3)     A person entitled to vote on a poll at a meeting shall be deemed to be a person entitled to vote for the
purposes of this Act.



                                   Quorum, chairman, voting, etc., at meetings.

179.(1) So far as the articles do not make other provision in that behalf and subject to section 64 —

                  (a)      two members of the company personally present shall form a quorum;

                  (b)      any member elected by the members present at a meeting may be chairman thereof; and

                                                         179
                  (c)      in the case of a company having a share capital —

                           (i)      on a show of hands, each member who is personally present and entitled to vote
                                    shall have one vote; and

                           (ii)     on a poll, each member shall have one vote in respect of each share held by him
                                    and where all or part of the share capital consists of stock or units of stock each
                                    member shall have one vote in respect of the stock or units of stock held by him
                                    which is or are or were originally equivalent to one share; and

                  (d)      in the case of a company not having a share capital every member shall have one vote.

(2)       On a poll taken at a meeting a person entitled to more than one vote need not, if he votes, use all his votes
or cast all the votes he uses in the same way.

(3)      A corporation may by resolution of its directors or other governing body —

                  (a)      if it is a member of a company, authorise such person as it thinks fit to act as its
                           representative either at a particular meeting or at all meetings of the company or of any
                           class of members; or

                  (b)      if it is a creditor, including a holder of debentures, of a company, authorise such person
                           as it thinks fit to act as its representative either at a particular meeting or at all meetings
                           of any creditors of the company,

and a person so authorised shall, in accordance with his authority and until his authority is revoked by the
corporation, be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if
it were an individual member, creditor or holder of debentures of the company.

(4)      Where —

                  (a)      a person present at a meeting is authorised to act as the representative of a corporation at
                           the meeting by virtue of an authority given by the corporation under subsection (3); and

                  (b)      the person is not otherwise entitled to be present at the meeting,

the corporation shall, for the purposes of subsection (1), be deemed to be personally present at the meeting.

(5)      Subject to section 41 (8) and (9), a certificate under the seal of the corporation shall be prima facie
evidence of the appointment or of the revocation of the appointment, as the case may be, of a representative pursuant
to subsection (3).

(6)      Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a
minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any
act, matter, or thing, or any ordinary or special resolution, required by this Act or by the memorandum or articles of
the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general
meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution shall, for all
purposes, be deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the
case requires, by or at an extraordinary general meeting of the subsidiary.

(7)      Where by or under any provision of this Act any notice, copy of a resolution or other document relating to
any matter is required to be lodged by a company with the Registrar, and a minute referred to in subsection (6) is
signed by the representative in pursuance of that subsection and the minute relates to such a matter the company
shall within one month after the signing of the minute lodge a copy thereof with the Registrar.



                                        As to member’s rights at meetings.

                                                          180
180.(1) Subject to subsection (2), every member shall, notwithstanding any provision in the memorandum or
articles, have a right to attend any general meeting of the company and to speak and vote on any resolution before
the meeting except that the company’s articles may provide that a member shall not be entitled to vote unless all
calls or other sums personally payable by him in respect of shares in the company have been paid.

(2)      Notwithstanding subsection (1), the articles may provide that holders of preference shares shall not have
the right to vote at a general meeting of the company except that any preference shares issued after 15th August
1984 shall carry the right to attend any general meeting and in a poll thereat to at least one vote in respect of each
such share held —

                  (a)      during such period as the preferential dividend or any part thereof remains in arrear and
                           unpaid, such period starting from a date not more than 12 months, or such lesser period as
                           the articles may provide, after the due date of the dividend;

                  (b)      upon any resolution which varies the rights attached to such shares; or

                  (c)      upon any resolution for the winding up of the company.

(3)       For the purposes of subsection (2), a dividend shall be deemed to be due on the date appointed in the
articles for the payment of the dividend for any year or other period, or if no such date is appointed, upon the day
immediately following the expiration of the year or other period and whether or not such dividend shall have been
earned or declared.



                                                       Proxies.

181.(1) A member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any
class of members of the company, shall be entitled to appoint another person or persons, whether a member or not,
as his proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote
instead of a member shall also have the same right as the member to speak at the meeting, but unless the articles
otherwise provide —

                  (a)      a proxy shall not be entitled to vote except on a poll;

                  (b)      a member shall not be entitled to appoint more than two proxies to attend and vote at the
                           same meeting; and

                  (c)      where a member appoints two proxies the appointments shall be invalid unless he
                           specifies the proportions of his holdings to be represented by each proxy.

(2)      In every notice calling a meeting of a company or a meeting of any class of members of a company there
shall appear with reasonable prominence a statement as to the rights of the member to appoint proxies to attend and
vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with
this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence.

(3)      Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of
persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be
sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $2,000.

(4)      No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at his
request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is
available on request in writing to every member entitled to vote at the meeting by proxy.

(5)      Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of
persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is
accompanied by a form of proxy which shall entitle the member to direct the proxy to vote either for or against the
resolution.
                                                         181
                                         Power of Court to order meeting.

182.      If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to
conduct the meeting in the manner prescribed by the articles or this Act, the Court may, either of its own motion or
on the application of any director or of any member who would be entitled to vote at the meeting or of the personal
representative of any such member, order a meeting to be called, held and conducted in such manner as the Court
thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that
one member present in person or by proxy shall be deemed to constitute a meeting or that the personal representative
of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he
were present at the meeting.



                                     Circulation of members’ resolutions, etc.

183.(1) Subject to this section, a company shall on the requisition in writing of such number of members of the
company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the
requisitionists —

                  (a)      give to members of the company entitled to receive notice of the next annual general
                           meeting notice of any resolution which may properly be moved and is intended to be
                           moved at that meeting; and

                  (b)      circulate to members entitled to have notice of any general meeting sent to them any
                           statement of not more than 1,000 words with respect to the matter referred to in any
                           proposed resolution or the business to be dealt with at that meeting.

(2)      The number of members necessary for a requisition under subsection (1) shall be —

                  (a)      any number of members representing not less than 5% of the total voting rights of all the
                           members having at the date of the requisition a right to vote at the meeting to which the
                           requisition relates; or

                  (b)      not less than 100 members holding shares in the company on which there has been paid
                           up an average sum, per member, of not less than $500.

(3)      Notice of a resolution referred to in subsection (1) shall be given, and any statement so referred to shall be
circulated, to members of the company entitled to have notice of the meeting sent to them by serving a copy of the
resolution or statement on each member in any manner permitted for service of notice of the meeting, and notice of
the resolution shall be given to any other member of the company by giving notice of the general effect of the
resolution in any manner permitted for giving him notice of meetings of the company, and the copy shall be served,
or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as
practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at
that time, it shall be served or given as soon as practicable thereafter.

(4)     A company shall not be bound under this section to give notice of any resolution or to circulate any
statement unless —

                  (a)      a copy of the requisition signed by the requisitionists, or two or more copies which
                           between them contain the signatures of all the requisitionists, is deposited at the
                           registered office of the company —

                           (i)      in the case of a requisition requiring notice of a resolution, not less than 6 weeks
                                    before the meeting; and

                           (ii)     in the case of any other requisition, not less than one week before the meeting;
                                    and
                                                         182
                  (b)      there is deposited or tendered with the requisition a sum reasonably sufficient to meet the
                           company’s expenses in giving effect thereto,

but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the
company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy
though not deposited within the time required by this subsection shall be deemed to have been properly deposited
for the purposes thereof.

(5)       The company shall not be bound under this section to circulate any statement if, on the application either of
the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by
this section are being abused to secure needless publicity for defamatory matter and the Court may order the
company’s costs on an application under this section to be paid in whole or in part by the requisitionists,
notwithstanding that they are not parties to the application.

(6)       Notwithstanding anything in the company’s articles, the business which may be dealt with at an annual
general meeting shall include any resolution of which notice is given in accordance with this section, and for the
purposes of this subsection notice shall be deemed to have been so given notwithstanding the accidental omission, in
giving it, of one or more members.

(7)      In the event of any default in complying with this section, the company and every officer of the company
who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.



                                                 Special resolutions.

184.(1) A resolution shall be a special resolution when it has been passed by a majority of not less than three-
fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a
general meeting of which not less than 21 days’ written notice specifying the intention to propose the resolution as a
special resolution has been duly given.

(2)       Notwithstanding subsection (1), if it so agreed by a majority in number of the members having the right to
attend and vote at the meeting, being a majority which together holds not less than 95% in nominal value of the
shares giving that right or, in the case of a company not having a share capital, together represents not less than 95%
of the total voting rights that could be exercised at that meeting, a resolution may be proposed and passed as a
special resolution at a meeting of which less than 21 days’ written notice has been given.

(3)      At any meeting at which a special resolution is submitted a declaration of the chairman that the resolution
is carried shall unless a poll is demanded be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution.

(4)    At any meeting at which a special resolution is submitted a poll shall be deemed to be effectively
demanded if demanded —

                  (a)      by such number of members for the time being entitled under the articles to vote at the
                           meeting as is specified in the articles, but it shall not in any case be necessary for more
                           than 5 members to make the demand;

                  (b)      if no such provision is made by the articles, by 3 members so entitled, or by one member
                           or two members so entitled, if that member holds or those two members together hold not
                           less than 10% of the paid-up share capital of the company or if that member represents or
                           those two members together represent not less than 10% of the total voting rights of all
                           the members having a right to vote at the meeting.

(5)      In computing the majority on a poll demanded on the question that a special resolution be passed reference
shall be had to the number of votes cast for and against the resolution and to the number of votes to which each
member is entitled by this Act or the articles of the company.


                                                          183
(6)      For the purposes of this section, notice of a meeting shall be deemed to be deemed to be duly given and the
meeting shall be deemed to be duly held when the notice is given and the meeting held in the manner provided by
this Act or by the articles.

(7)     Any extraordinary resolution, duly and appropriately passed before 29th December 1967 shall for the
purposes of this Act be treated as a special resolution.

(8)      Where in the case of a company incorporated before 29th December 1967 any matter is required or
permitted to be done by extraordinary resolution that matter may be done by special resolution.



                                        Resolution requiring special notice.

185.     Where by this Act special notice is required of a resolution, the resolution shall not be effective unless
notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it
is moved, and the company shall give its members notice of any such resolution at the same time and in the same
manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, in any manner
allowed by the articles, not less than 14 days before the meeting, but if after notice of the intention to move such a
resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been
given, the notice, although not given to the company within the time required by this section, shall be deemed to be
properly given.



                         Registration and copies of certain resolutions and agreements.

186.(1) A printed copy of —

                  (a)      every special resolution; and

                  (b)      every resolution or agreement which effectively binds any class of shareholders whether
                           agreed to by all the members of that class or not,

shall, except where otherwise expressly provided by this Act within one month after the passing or making thereof,
be lodged by the company with the Registrar.

(2)      Where articles have not been registered a printed copy of every resolution or agreement to which this
section applies shall be forwarded to any member at his request on payment of $1 or such less sum as the company
directs.

(3)       In the event of any default in complying with subsection (1) the company and every officer of the company
who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and
also to a default penalty.

(4)      In the event of any default in complying with subsection (2) the company and every officer of the company
who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy in
respect of which default is made.



                                        Resolutions at adjourned meetings.

187.     Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or
of directors the resolution shall for all purposes be treated as having been passed on the date on which it was in fact
passed and not on any earlier date.



                                                           184
                                              Minutes of proceedings.

188.(1) Every company shall cause —

                  (a)      minutes of all proceedings of general meetings and of meetings of its directors and of its
                           managers, if any, to be entered in books kept for that purpose within one month of the
                           date upon which the relevant meeting was held; and

                  (b)      those minutes to be signed by the chairman of the meeting at which the proceedings were
                           had or by the chairman of the next succeeding meeting.

(2)     Any minutes so entered that purports to be signed as provided in subsection (1) shall be evidence of the
proceedings to which they relate.

(3)      Where minutes have been so entered and signed, then, until the contrary is proved —

                  (a)      the meeting shall be deemed to have been duly held and convened;

                  (b)      all proceedings had thereat shall be deemed to have been duly had; and

                  (c)      all appointments of officers or liquidators made thereat shall be deemed to be valid.

(4)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a
default penalty.



                                            Inspection of minute books.

189.(1) The books containing the minutes of proceedings of any general meeting shall be kept by the company at
the registered office or the principal place of business in Singapore of the company, and shall be open to the
inspection of any member without charge.

(2)      Any member shall be entitled to be furnished within 14 days after he has made a request in writing in that
behalf to the company with a copy of any minutes specified in subsection (1) at a charge not exceeding $1 for every
page thereof.

(3)      If any copy required under this section is not so furnished the company and every officer of the company
who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also
to a default penalty.



                                         Division 4 — Register of members



                                          Register and index of members.

190.(1) Every company shall keep a register of its members and enter therein —

                  (a)      the names and addresses of the members, and in the case of a company having a share
                           capital a statement of the shares held by each member, distinguishing each share by its
                           number, if any, or by the number, if any, of the certificate evidencing the member’s
                           holding and of the amount paid or agreed to be considered as paid on the shares of each
                           member;


                                                         185
                  (b)      the date at which the name of each person was entered in the register as a member;

                  (c)      the date at which any person who ceased to be a member during the previous 7 years so
                           ceased to be a member; and

                  (d)      in the case of a company having a share capital, the date of every allotment of shares to
                           members and the number of shares comprised in each allotment.

(2)      Notwithstanding anything in subsection (1), where the company has converted any of its shares into stock
and given notice of the conversion to the Registrar, the company shall alter the register to show the amount of stock
or number of stock units held by each member instead of the number of shares and the particulars relating to shares
specified in subsection (1) (a).

(3)     Notwithstanding anything in subsection (1), a company may keep the names and particulars relating to
persons who have ceased to be members of the company separately and the names and particulars relating to former
members need not be supplied to any person who applies for a copy of the register unless he specifically requests the
names and particulars of former members.

(4)      The register of members shall be prima facie evidence of any matters inserted therein as required or
authorised by this Act.

Index of members of company.

(5)       Every company having more than 50 members shall, unless the register of members is in such a form as to
constitute in itself an index, keep an index in convenient form of the names of the members and shall, within 14 days
after the date on which any alteration is made in the register of members, make any necessary alteration in the index.

(6)    The index shall in respect of each member contain a sufficient indication to enable the account of that
member in the register to be readily found.

(7)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.



                                             Where register to be kept.

191.(1) The register of members and index, if any, shall be kept at the registered office of the company, but —

                  (a)      if the work of making them up is done at another office of the company in Singapore they
                           may be kept at that other office; or

                  (b)      if the company arranges with some other person to make up the register and index, if any,
                           on its behalf they may be kept at the office of that other person at which the work is done
                           if that office is in Singapore.

(2)       Every company shall, within 14 days after the register and index, if any, are first kept at a place other than
the registered office, lodge with the Registrar notice of the place where the register and index, if any, are kept and
shall, within 14 days after any change in the place at which the register and index, if any, are kept, lodge with the
Registrar notice of the change.

(3)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.



                                         Inspection and closing of register.
                                                        186
192.(1) A company may, on giving not less than 14 days’ notice to the Registrar, close the register of members or
any class of members for any time or times, but so that no part of the register shall be closed for more than 30 days
in the aggregate in any calendar year.

(2)     The register and index shall be open to the inspection of any member without charge and of any other
person on payment for each inspection of $1 or such less sum as the company requires.

(3)       Any member or other person may request the company to furnish him with a copy of the register, or of any
part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on
payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and
the company shall cause any copy so requested by any person to be sent to that person within a period of 21 days or
within such further period as the Registrar considers reasonable in the circumstances commencing on the day next
after the day on which the request is received by the company.

(4)      If any copy so requested is not sent within the period prescribed by subsection (3), the company and every
officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not
exceeding $400 and also to a default penalty.



                                        Consequences of default by agent.

193.      Where, by virtue of section 191 (1) (b), the register of members is kept at the office of some person other
than the company, and by reason of any default of his the company fails to comply with section 191 (1) or (2) or
with section 192 or with any requirements of this Act as to the production of the register, that other person shall be
liable to the same penalties as if he were an officer of the company who was in default, and the power of the Court
under section 399 shall extend to the making of orders against that other person and his officers and employees.



                                        Power of Court to rectify register.

194.(1) If —

                  (a)      the name of any person is without sufficient cause entered in or omitted from the register;
                           or

                  (b)      default is made or unnecessary delay takes place in entering in the register the fact of any
                           person having ceased to be a member,

the person aggrieved or any member or the company may apply to the Court for rectification of the register, and the
Court may refuse the application or may order rectification of the register and payment by the company of any
damages sustained by any party to the application.

(2)      On any application under subsection (1), the Court may decide —

                  (a)      any question relating to the title of any person who is a party to the application to have
                           his name entered in or omitted from the register, whether the question arises between
                           members or alleged members or between members or alleged members on the one hand
                           and the company on the other hand; and

                  (b)      generally, any question necessary or expedient to be decided for the rectification of the
                           register.

(3)       The Court when making an order for rectification of the register shall by its order direct a notice of the
rectification to be so lodged.

(4)      No application for the rectification of a register in respect of an entry which was made in the register more
than 30 years before the date of the application shall be entertained by the Court.
                                                           187
                       Limitation of liability of trustee, etc., registered as owner of shares.

195.(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register
or branch register kept in Singapore as the holder of a share in any corporation may become registered as the holder
of that share as trustee, executor or administrator of that estate and shall in respect of that share be subject to the
same liabilities and no more as he would have been subject to if the share had remained registered in the name of the
deceased person.

(2)       Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to
a share in any corporation being a share registered in a register or branch register kept in Singapore may with the
consent of the corporation and of the registered holder of that share become registered as the holder of the share as
trustee, executor or administrator of that estate and shall in respect of the share be subject to the same liabilities and
no more as he would have been subject to if the share had been registered in the name of the deceased person.

(3)      Shares in a corporation registered in a register or branch register kept in Singapore and held by a trustee in
respect of a particular trust shall at the request of the trustee be marked in the register or branch register in such a
way as to identify them as being held in respect of the trust.

(4)       Subject to this section, no notice of any trust expressed, implied or constructive shall be entered on a
register or branch register or be receivable by the Registrar and no liabilities shall be affected by anything done in
pursuance of subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section
and the corporation concerned shall not be affected with notice of any trust by anything so done.



                                                   Branch registers.

196.(1) A company having a share capital may cause to be kept in any place outside Singapore a branch register of
members which shall be deemed to be part of the company’s register of members.

(2)     The company shall lodge with the Registrar notice of the situation of the office where any branch register is
kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice shall be
lodged within one month after the opening of the office or of the change or discontinuance, as the case may be.

(3)      A branch register shall be kept in the same manner in which the principal register is by this Act required to
be kept.

(4)      The company shall transmit to the office at which its principal register is kept a copy of every entry in its
branch register as soon as possible after the entry is made, and shall cause to be kept at that office duly entered up
from time to time a duplicate of its branch register, which shall for all purposes of this Act be deemed to be part of
the principal register.

(5)      Subject to this section with respect to the duplicate register, the shares registered in a branch register shall
be distinguished from the shares registered in the principal register, and no transaction with respect to any shares
registered in a branch register shall during the continuance of that registration be registered in any other register.

(6)     A company may discontinue a branch register and thereupon all entries in that register shall be transferred
to some other branch register kept by the company in the same place or to the principal register.

(7)      This section shall apply to all companies incorporated in Singapore.

(8)       If by virtue of the law in force in any other country any corporation incorporated under that law keeps in
Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating
to inspection, place of keeping and rectification of registers of members shall, subject to any modifications specified
in the order, apply to and in relation to any such branch register kept in Singapore as they apply to and in relation to
the registers of companies under this Act and thereupon those provisions shall apply accordingly.

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(9)      If default is made in complying with this section, the company and every officer of the company who is in
default and every person who, pursuant to section 191, has arranged to make up the principal register, and who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.



                                             Division 5 — Annual return



                               Annual return by a company having a share capital.

197.(1) Every company having a share capital shall make a return containing the particulars referred to in Part I of
the Eighth Schedule and accompanied by such copies of documents as are required to be included in the return in
accordance with Part II of that Schedule and such of the certificates and other particulars prescribed in that Part as
are applicable to the company.

(2)      The return shall be in accordance with the form set out in Part II of the Eighth Schedule or as near thereto
as circumstances admit and shall be made up to the date of the annual general meeting of the company in the year or
a date not later than the fourteenth day after the date of the annual general meeting.

(3)      In the case of a company keeping a branch register, the particulars of the entries in that register shall, so far
as they relate to matters which are required to be stated in the return, be included in the return made next after copies
of those entries are received at the registered office of the company.

(4)      The annual return signed by a director or by the manager or secretary of the company shall be lodged with
the Registrar within one month or in the case of a company keeping pursuant to its articles a branch register in any
place outside Singapore within two months after the annual general meeting.

Annual return by company not having a share capital.

(5)      A company not having a share capital shall, within one month after each annual general meeting of the
company, lodge with the Registrar a return in the prescribed form containing the particulars referred to in subsection
(6) and made up to the date of the annual general meeting or a date not later than the fourteenth day after the date of
the annual general meeting.

(6)      The return of a company not having a share capital shall contain —

                  (a)       the address of the registered office of the company;

                  (b)       in a case in which the register of members is, under this Act, kept elsewhere than at that
                            office, the address of the place where it is kept;

                  (c)       particulars of the total amount of the indebtedness of the company in respect of all
                            charges which are required to be registered with the Registrar;

                  (d)       all such particulars with respect to the persons who on the day to which the return is
                            made up are the directors, managers or secretaries of the company as are required to be
                            contained in the register of directors, managers and secretaries;

                  (e)       the name and address of the auditor of the company; and

                  (f)       such other matters relating to the accounts of the company and to the unclaimed moneys
                            held by the company as are prescribed.

(7)      If a company fails to comply with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a
default penalty.
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           Exemption from filing list of members with annual return for certain public companies.

198.(1) A public company which —

                  (a)      has more than 500 members; and

                  (b)      provides reasonable accommodation and facilities for persons to inspect and take copies
                           of its list of members and its particulars of shares transferred,

need not comply with such of the provisions of this Division and the Eighth Schedule as relate to the inclusion in the
annual return of a list of members if there is included in the annual return a certificate by the secretary that the
company is of a kind to which this subsection applies.

(2)    The Minister may, by notification in the Gazette, require any company to which subsection (1) applies to
comply with all or any of the provisions of this Division or of the Eighth Schedule referred to in subsection (1).

(3)     If default is made in complying with the notice given under subsection (2), the company and every officer
of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not
exceeding $2,000 and also to a default penalty.



                                      PART VI - ACCOUNTS AND AUDIT

                                               Division 1 — Accounts



                                   Accounting records and systems of control.

199.(1) Every company and the directors and managers thereof shall cause to be kept such accounting and other
records as will sufficiently explain the transactions and financial position of the company and enable true and fair
profit and loss accounts and balance-sheets and any documents required to be attached thereto to be prepared from
time to time, and shall cause those records to be kept in such manner as to enable them to be conveniently and
properly audited.

(2)      The company shall retain the records referred to in subsection (1) for 7 years after the completion of the
transactions or operations to which they respectively relate.

(2A)      Every public company and every subsidiary of a public company shall devise and maintain a system of
internal accounting controls sufficient to provide a reasonable assurance that —

                  (a)      assets are safeguarded against loss from unauthorised use or disposition; and

                  (b)      transactions are properly authorised and that they are recorded as necessary to permit the
                           preparation of true and fair profit and loss accounts and balance-sheets and to maintain
                           accountability of assets.

(3)      The records referred to in subsection (1) shall be kept at the registered office of the company or at such
other place as the directors think fit and shall at all times be open to inspection by the directors.

(4)      If accounting and other records are kept by the company at a place outside Singapore there shall be sent to
and kept at a place in Singapore and be at all times open to inspection by the directors such statements and returns
with respect to the business dealt with in the records so kept as will enable to be prepared true and fair profit and
loss accounts and balance-sheets and any documents required to be attached thereto.


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(5)       The Court may in any particular case order that the accounting and other records of a company be open to
inspection by an approved company auditor acting for a director, but only upon an undertaking in writing given to
the Court that information acquired by the auditor during his inspection shall not be disclosed by him except to that
director.

(6)      If default is made in complying with this section, the company and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to
imprisonment for a term not exceeding 3 months and also to a default penalty.



                         As to accounting periods of companies within the same group.

200.(1) Subject to subsections (11) and (12), the directors of every holding company that is not a foreign company
shall take such steps as are necessary to ensure that —

                  (a)      within two years after 29th December 1967, the financial years of each of its subsidiaries
                           coincide with the financial year of the holding company; and

                  (b)      within two years after any corporation becomes a subsidiary of the holding company, the
                           financial year of that corporation coincides with the financial year of the holding
                           company.

(2)       Where the financial year of a holding company that is not a foreign company and that of each of its
subsidiaries coincide the directors of the holding company shall at all times take such steps as are necessary to
ensure that, without the consent of the Registrar, the financial year of the holding company or any of its subsidiaries
is not altered so that all such financial years do not coincide.

(2A)     Notwithstanding subsection (1) or (2), the financial year of a subsidiary which is a foreign company shall
end on a date which is —

                  (a)      not later than the financial year of its holding company; and

                  (b)      not earlier than 2 months before the end of the financial year of its holding company, or
                           such other earlier date as the Registrar may, on an application in writing by the directors
                           of the holding company, approve.

(3)      Where the directors of the holding company are of the opinion that there is good reason why the financial
year of any of its subsidiaries should not coincide with the financial year of the holding company the directors may
apply in writing to the Registrar for an order authorising any subsidiary to continue to have or to adopt (as the case
requires) a financial year which does not coincide with that of the holding company.

(4)      The application shall be supported by a statement by the directors of the holding company of their reasons
for seeking the order.

(5)      The Registrar may require the directors who make an application under this section to supply such
information relating to the operation of the holding company and of any corporation that is deemed by virtue of
section 6 to be related to the holding company as he thinks necessary for the purpose of determining the application.

(6)     The Registrar may at the expense of the holding company of which the applicants are directors request any
approved company auditor to investigate and report on the application.

(7)      The Registrar may rely upon any report obtained pursuant to subsection (6) from the approved company
auditor.

(8)      The Registrar may make an order granting or refusing the application or granting the application subject to
such limitations, terms or conditions as he thinks fit and shall serve the order on the holding company.


                                                         191
(9)     Where the applicants are aggrieved by any order made by the Registrar, the applicants may within two
months after the service of the order upon the holding company appeal against the order to the Minister.

(10)     The Minister shall determine the appeal and in determining the appeal may make any order that the
Registrar had power to make on the original application and may exercise any of the powers that the Registrar might
have exercised in relation to the original application.

(11)     Where the directors of a holding company have applied to the Registrar for an order authorising any
subsidiary to continue to have a financial year which does not coincide with that of the holding company, the
operation of subsection (1) shall be suspended in relation to that subsidiary until the determination of the application
and of any appeal arising out of the application.

(12)      Where an order is made authorising any subsidiary to have a financial year which does not coincide with
that of the holding company, compliance with the terms of the order of the Registrar, or where there has been an
appeal, compliance with the terms of any order made on the determination of the appeal shall be deemed to be a
compliance with subsection (1) in relation to that subsidiary but where an application for such an order and the
appeal, if any, arising out of that application are refused, the time within which the directors of the holding company
are required to comply with subsection (1) in relation to that subsidiary shall be deemed to be the period of 12
months after the date upon which the order of the Registrar is served on the holding company or the period of 12
months after the determination of the appeal, as the case may be.

(13)      Where the directors of a holding company have applied to the Registrar for an order authorising any of its
subsidiaries to continue to have or to adopt a financial year which does not coincide with that of the holding
company and the application and the appeal, if any, arising out of that application, have been refused, the directors
of the holding company shall not make a similar application with respect to that subsidiary within 3 years after the
refusal of the application or where there is an appeal after the determination of that appeal unless the Registrar is
satisfied that there has been a substantial change in the relevant facts or circumstances since the refusal of the former
application or the determination of the appeal, as the case may be.



                              Accounts, consolidated accounts and directors’ report.

201.(1) The directors of every company shall, at a date not later than 18 months after the incorporation of the
company and subsequently at least once in every calendar year at intervals of not more than 15 months, lay before
the company at its annual general meeting a profit and loss account for the period since the preceding account (or in
the case of the first account, since the incorporation of the company) made up to a date —

                  (a)      in the case of a public company listed or quoted on a stock exchange in Singapore, not
                           more than 5 months before the date of the meeting;

                  (b)      in the case of any other company, not more than 6 months before the date of the meeting.

(1A)     The profit and loss account referred to in subsection (1) shall give a true and fair view of the profit and loss
of the company for the period of accounting as shown in the accounting and other records of the company.

(1B)      The Minister may, by order published in the Gazette, specify such other period in substitution of the period
referred to in subsection (1) (a) or (b).

(2)       Notwithstanding subsection (1), the Registrar on application by the company, if for any special reason he
thinks fit to do so, may extend the periods of 18 months and 15 months referred to in that subsection and with
respect to any year extend the period referred to in subsection (1) (a) or (b), notwithstanding that that period is so
extended beyond the calendar year.

(3)       The directors of every company shall cause to be made out, and to be laid before the company at its annual
general meeting with the profit and loss account required by subsection (1) a balance-sheet as at the date to which
the profit and loss account is made up being a balance-sheet that gives a true and fair view of the state of affairs of
the company as at the end of the period to which it relates.

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(3A)     Where, at the end of its financial year, a company is a holding company, the directors of the company shall
also cause to be made out and laid before the company at its annual general meeting, consolidated accounts dealing
with —

                  (a)      the profit or loss of the company and its subsidiaries for their respective last financial
                           years; and

                  (b)      the state of affairs of the company and its subsidiaries as at the end of their respective last
                           financial years,

and giving a true and fair view of the profit or loss and state of affairs so far as they concern members of the holding
company.

(3B)      Notwithstanding subsection (3A), consolidated accounts shall not be required where the company is at the
end of its financial year a wholly-owned subsidiary of another corporation incorporated in Singapore.

(3C)     The directors shall (before the profit and loss account and balance-sheet referred to in subsections (1) and
(3) are made out) take reasonable steps —

                  (a)      to ascertain what action has been taken in relation to the writing off of bad debts and the
                           making of provisions for doubtful debts and to cause all known bad debts to be written
                           off and adequate provision to be made for doubtful debts;

                  (b)      to ascertain whether any current assets (other than current assets to which paragraph (a)
                           applies) are unlikely to realise in the ordinary course of business their value as shown in
                           the accounting records of the company and, if so, to cause —

                           (i)      those assets to be written down to an amount which they might be expected so to
                                    realise; or

                           (ii)     adequate provision to be made for the difference between the amount of the
                                    value as so shown and the amount that they might be expected so to realise; and

                  (c)      to ascertain whether any non-current asset is shown in the books of the company at an
                           amount which, having regard to its value to the company as a going concern, exceeds the
                           amount which would be recoverable over its useful life or on its disposal and (unless
                           adequate provision for writing down that asset is made) to cause to be included in the
                           accounts such information and explanations as will prevent the accounts from being
                           misleading by reason of the overstatement of the amount of that asset.

(4)       The profit and loss account and the balance-sheet of a company and if it is a holding company for which
consolidated accounts are required, the consolidated accounts shall be duly audited before they are laid before the
company at its annual general meeting as required by this section and the auditor’s report required by section 207
shall be attached to or endorsed upon the accounts or the consolidated accounts.

(4A)     The directors of a company shall take reasonable steps to ensure that the profit and loss account and
balance-sheet of the company, and if the company is a holding company for which consolidated accounts are
required, the directors of the holding company shall take reasonable steps to ensure that the consolidated accounts
are audited as required by this Part not less than 14 days before the annual general meeting of the company and shall
cause to be attached to the accounts or to the consolidated accounts, as the case may be, the auditor’s report that is
furnished to the directors under section 207 (1A).

(5)      The directors of a company (other than a holding company for which consolidated accounts are required)
shall cause to be attached to every balance-sheet made out under subsection (3) a report made in accordance with a
resolution of the directors and signed by not less than two of the directors with respect to the profit or loss of the
company for the financial year and the state of the company’s affairs as at the end of the financial year.

(6)      The report to which subsection (5) relates shall state with appropriate details —

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(a)   the names of the directors in office at the date of the report;

(b)   the principal activities of the company in the course of the financial year and any
      significant change in the nature of those activities during that period;

(c)   the net amount of the profit or loss of the company for the financial year after provision
      for income tax;

(d)   the amounts and particulars of any material transfers to or from reserves or provisions;

(e)   where, during the financial year, the company has issued any shares or debentures — the
      purposes of the issue, the classes of shares or debentures issued, the number of shares of
      each class and the amount of debentures of each class, and the terms of issue of the shares
      and debentures of each class;

(f)   whether at the end of that financial year, there subsist arrangements to which the
      company is a party, being arrangements whose objects are, or one of whose objects is, to
      enable directors of the company to acquire benefits by means of the acquisition of shares
      in, or debentures of, the company or any other body corporate, or there have, at any time
      in that year, subsisted such arrangements as aforesaid to which the company was a party,
      and if so the report shall contain a statement explaining the effect of the arrangements
      and giving the names of the persons who at any time in that year were directors of the
      company and held, or whose nominees held, shares or debentures acquired in pursuance
      of the arrangements;

(g)   as respects each person who, at the end of the financial year, was a director of the
      company, whether or not (according to the register kept by the company for the purposes
      of section 164 relating to the obligation of a director of a company to notify it of his
      interests in shares in, or debentures of, the company and of every other body corporate,
      being the company’s subsidiary or holding company or a subsidiary of the company’s
      holding company) he was, at the end of that year, interested in shares in, or debentures of,
      the company or any other such body corporate and, if he was, the number and amount of
      shares in, and debentures of, each body (specifying it) in which, according to that
      register, he was then interested and whether or not, according to that register, he was, at
      the beginning of that year (or, if he was not then a director, when he became a director),
      interested in shares in, or debentures of, the company or any other such body corporate
      and, if he was, the number and amount of shares in, and debentures of, each body
      (specifying it) in which, according to that register, he was interested at the beginning of
      that year or, as the case may be, when he became a director;

(h)   the amount, if any, which the directors recommend should be paid by way of dividend,
      and any amounts which have been paid or declared by way of dividend since the end of
      the previous financial year, indicating which of those amounts, if any, have been shown
      in a previous report under this subsection or under a corresponding previous enactment;

(i)   whether the directors (before the profit and loss account and balance-sheet were made
      out) took reasonable steps to ascertain what action had been taken in relation to the
      writing off of bad debts and the making of provision for doubtful debts, and satisfied
      themselves that all known bad debts had been written off and that adequate provision had
      been made for doubtful debts;

(j)   whether at the date of the report the directors are aware of any circumstances which
      would render the amount written off for bad debts or the amount of the provision for
      doubtful debts inadequate to any substantial extent (and, if so, giving particulars of the
      circumstances);

(k)   whether the directors (before the profit and loss account and balance-sheet were made
      out) took reasonable steps to ensure that any current assets which were unlikely to realise

                                     194
                           in the ordinary course of business their value as shown in the accounting records of the
                           company were written down to an amount which they might be expected so to realise;

                  (l)      whether at the date of the report the directors are aware of any circumstances which
                           would render the values attributed to current assets in the accounts misleading (and, if so,
                           giving particulars of the circumstances);

                  (m)      whether there exists at the date of the report —

                           (i)      any charge on the assets of the company which has arisen since the end of the
                                    financial year which secures the liabilities of any other person (and, if so, giving
                                    particulars of any such charge and, so far as practicable, of the amount secured);
                                    and

                           (ii)     any contingent liability which has arisen since the end of the financial year (and,
                                    if so, stating the general nature thereof and, so far as practicable, the maximum
                                    amount, or an estimate of the maximum amount, for which the company could
                                    become liable in respect thereof);

                  (n)      whether any contingent or other liability has become enforceable, or is likely to become
                           enforceable, within the period of 12 months after the end of the financial year which, in
                           the opinion of the directors, will or may affect the ability of the company to meet its
                           obligations when they fall due (and, if so, giving particulars of any such liability);

                  (o)      whether at the date of the report the directors are aware of any circumstances not
                           otherwise dealt with in the report or accounts which would render any amount stated in
                           the accounts misleading (and, if so, giving particulars of the circumstances);

                  (p)      whether the results of the company’s operations during the financial year were, in the
                           opinion of the directors, substantially affected by any item, transaction or event of a
                           material and unusual nature (and, if so, giving particulars of that item, transaction or
                           event and the amount or the effect thereof, if known or reasonably ascertainable); and

                  (q)      whether there has arisen in the interval between the end of the financial year and the date
                           of the report any item, transaction or event of a material and unusual nature likely, in the
                           opinion of the directors, to affect substantially the results of the company’s operations for
                           the financial year in which the report is made (and, if so, giving particulars of the item,
                           transaction or event).

(6A)     The directors of a holding company shall cause to be attached to all consolidated accounts made out under
subsection (3A), a report made, in accordance with a resolution of the directors, and signed by not less than two of
them with respect to the profit or loss, and the state of affairs, of the group of companies of the holding company as
at the end of the financial year of the holding company, stating —

                  (a)      the names of the directors of the holding company in office at the date of the report;

                  (b)      the principal activities of the corporations in the group in the course of the financial year
                           and any significant change in the nature of those activities during that period;

                  (c)      the net amount of the consolidated profit or loss of the holding company and of the group
                           for the financial year after provision for income tax;

                  (d)      the amounts and particulars of any material transfers to or from reserves or provisions of
                           the holding company and of the group;

                  (e)      the names of any subsidiaries acquired or disposed of during the financial year, the
                           consideration for each such acquisition or disposal and the amount in each case of the net
                           tangible assets of the subsidiary acquired or disposed of and, in the case of a subsidiary,

                                                         195
      not being a wholly-owned subsidiary, the extent of the holding company’s interest
      therein;

(f)   where, during the financial year, any corporation in the group has issued any shares or
      debentures — the purposes of the issue, the classes of shares or debentures issued, the
      number of shares of each class and the amount, term and rate of debentures of each class,
      and the terms of issue of each class of the shares;

(g)   whether at the end of that financial year, there subsist arrangements to which the holding
      company is a party, being arrangements whose objects are, or one of whose objects is, to
      enable directors of the holding company to acquire benefits by means of the acquisition
      of shares in, or debentures of, the company or any other body corporate, or there have, at
      any time in that year, subsisted such arrangements as aforesaid to which the holding
      company was a party, and if so the report shall contain a statement explaining the effect
      of the arrangements and giving the names of the persons who at any time in that year
      were directors of the holding company and held, or whose nominees held, shares or
      debentures acquired in pursuance of the arrangements;

(h)   as respects each person who, at the end of the financial year, was a director of the holding
      company, whether or not (according to the register kept by the company for the purposes
      of section 164 relating to the obligation of a director of a company to notify it of his
      interests in shares in, or debentures of, the company and of every other body corporate,
      being the company’s subsidiary or holding company or a subsidiary of the company’s
      holding company) he was, at the end of that year, interested in shares in, or debentures of,
      the holding company or any other such body corporate and, if he was, the number and
      amount of shares in, and debentures of, each body (specifying it) in which, according to
      that register, he was then interested and whether or not, according to that register, he was,
      at the beginning of that year (or, if he was not then a director, when he became a
      director), interested in shares in, or debentures of, the holding company or any other such
      body corporate and, if he was, the number and amount of shares in, and debentures of,
      each body (specifying it) in which, according to that register, he was interested at the
      beginning of that year or, as the case may be, when he became a director;

(i)   the amount, if any, which the directors of the holding company recommend should be
      paid by way of dividend, and any amounts which have been paid or declared by way of
      dividend since the end of the previous financial year of the holding company, indicating
      which of those amounts (if any) have been shown in a previous report under this
      subsection or subsection (6);

(j)   whether, so far as debts owing to the holding company are concerned, the directors of the
      holding company (before the profit and loss account and balance-sheet were made out)
      took reasonable steps to ascertain what action had been taken in relation to the writing off
      of bad debts and the making of provisions for doubtful debts, and to cause all known bad
      debts to be written off and adequate provision to be made for doubtful debts;

(k)   whether at the date of the report the directors of the holding company are aware of any
      circumstances which would render the amount written off for bad debts, or the amount of
      the provision for doubtful debts, in the group of companies inadequate to any substantial
      extent (and, if so, giving particulars of the circumstances);

(l)   whether the directors of the holding company (before the profit and loss account and
      balance-sheet were made out) took reasonable steps to ascertain whether any current
      assets of the holding company (other than current assets to which paragraph (i) applies)
      were unlikely to realise in the ordinary course of business their value as shown in the
      accounting records of the company and, if so, to cause —

      (i)      those assets to be written down to an amount which they might be expected so to
               realise; or

                                    196
                           (ii)     adequate provision to be made for the difference between the amount of the
                                    value as so shown and the amount that they might be expected so to realise;

                  (m)      whether at the date of the report the directors of the holding company are aware of any
                           circumstances which would render the values attributed to current assets in the
                           consolidated accounts misleading (and, if so, giving particulars of the circumstances);

                  (n)      whether any contingent or other liability of the holding company or any corporation in
                           the group has become enforceable, or is likely to become enforceable within the period of
                           12 months after the end of the financial year, which, in the opinion of the directors of the
                           holding company, will or may substantially affect the ability of the holding company and
                           the group to meet its obligations as and when they fall due (and, if so, giving particulars
                           of any such liability);

                  (o)      whether, at the date of the report, the directors of the holding company are aware of any
                           circumstances, not otherwise dealt with in the report or consolidated accounts, which
                           would render any amount stated in the accounts of the holding company and the
                           consolidated accounts misleading (and, if so, giving particulars of the circumstances);

                  (p)      whether there exists at the date of the report —

                           (i)      any charge on the assets of the holding company or any corporation in the group
                                    which has arisen since the end of the financial year which secures the liabilities
                                    of any other person (and, if so, giving particulars of any such charge and, so far
                                    as practicable, of the amount secured); and

                           (ii)     any contingent liability which has arisen since the end of the financial year (and,
                                    if so, stating the general nature thereof and, so far as practicable, the maximum
                                    amount, or an estimate of the maximum amount, for which the holding company
                                    or any corporation in the group could become liable in respect thereof);

                  (q)      whether the results of the operations of the group or of the holding company during the
                           financial year were, in the opinion of the directors of the holding company, substantially
                           affected by any item, transaction or event of a material and unusual nature (and, if so,
                           giving particulars of that item, transaction or event and the amount or the effect thereof, if
                           known or reasonably ascertainable); and

                  (r)      whether there has arisen in the interval between the end of the financial year and the date
                           of the report any item, transaction or event of a material and unusual nature likely, in the
                           opinion of the directors of the holding company, to affect substantially the results of the
                           operations of the group or of the holding company for the financial year in which the
                           report is made (and, if so, giving particulars of the item, transaction or event).

(7)       In subsections (6) and (6A), “any item, transaction or event of a material and unusual nature” includes but
is not limited to —

                  (a)      any change in accounting principles adopted since the last report;

                  (b)      any material change in the method of valuation of the whole or any part of the trading
                           stock;

                  (c)      any material item appearing in the accounts or consolidated accounts for the first time or
                           not usually included in the accounts or consolidated accounts; and

                  (d)      any absence from the accounts or consolidated accounts of any material item usually
                           included in the accounts or consolidated accounts.

(8)      The directors of a company shall state in the report whether since the end of the previous financial year a
director of the company has received or become entitled to receive a benefit (other than a benefit included in the
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aggregate amount of emoluments received or due and receivable by the directors shown in the accounts or, if the
company is a holding company, the consolidated accounts in accordance with the Ninth Schedule or the fixed salary
of a full-time employee of the company) by reason of a contract made by the company or a related corporation with
the director or with a firm of which he is a member, or with a company in which he has a substantial financial
interest and, if so, the general nature of the benefit.

(9)      Every statement, report or other document relating to the affairs of a company or any of its subsidiaries
attached to, or included with, a report of the directors laid before the company at its general meeting or sent to the
members under section 203 (not being a statement, report or document required by this Act to be laid before the
company in general meeting) shall, for the purposes of section 401 be deemed to be part of that last-mentioned
report.

(10)    Where at the end of a financial year a company is the subsidiary of another corporation, the directors of the
company shall state in, or in a note as a statement annexed to, the company accounts laid before the company at its
annual general meeting the name of the corporation which is its ultimate holding company.

(11)    Where any option has been granted by a company, other than a holding company for which consolidated
accounts are required during the period covered by the profit and loss account to take up unissued shares of a
company the report required by subsection (5) shall state —

                  (a)      (Deleted).

                  (b)      the number and class of shares in respect of which the option has been granted;

                  (c)      the date of expiration of the option;

                  (d)      the basis upon which the option may be exercised; and

                  (e)      whether the person to whom the option has been granted has any right to participate by
                           virtue of the option in any share issue of any other company.

(11A) Where any of the particulars required by subsection (11) have been stated in a previous report they may be
stated by reference to that report.

(11B) Where a holding company or any of its subsidiaries has at any time granted to a person an option to have
shares issued to him in the company or subsidiary the directors of the holding company shall state in the report made
under subsection (6A) the name of the corporation in respect of the shares in which the option was granted and the
other particulars required under subsections (11) and (12).

(12)     Each report required by subsections (5) and (6A) shall specify —

                  (a)      particulars of shares issued during the period to which the report relates by virtue of the
                           exercise of options to take up unissued shares of the company, whether granted before or
                           during that period;

                  (b)      the number and class of unissued shares of the company under option as at the end of that
                           period, the price, or method of fixing the price, of issue of those shares, the date of
                           expiration of the option and the rights, if any, of the persons to whom the options have
                           been granted to participate by virtue of the options in any share issue of any other
                           company.

(13)     (Deleted).

(14)       Without affecting the generality of the preceding provisions of this section, the accounts of a company and,
if it is a holding company for which consolidated accounts are required, the consolidated accounts, shall comply
with such of the requirements of the Ninth Schedule as are applicable to them, but where accounts or consolidated
accounts prepared in accordance with those requirements would not otherwise give a true and fair view of the
matters required by this section to be dealt with in the accounts or consolidated accounts, the directors of the
company shall add such information and explanations as will give a true and fair view of those matters.
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(15)    Every balance-sheet and profit and loss account laid before a company in general meeting (including any
consolidated balance-sheet and consolidated profit and loss account annexed to the balance-sheet and profit and loss
account of a holding company) shall be accompanied, before the auditor reports on the accounts under this Part, by a
statement signed on behalf of the directors by two directors of the company, stating whether in their opinion —

                  (a)      the profit and loss account and, where applicable, the consolidated profit and loss
                           account, is or are drawn up so as to give a true and fair view of the results of the business
                           of the company and, if applicable, of all the companies the accounts of which are dealt
                           with in the consolidated profit and loss account for the period covered by the account or
                           accounts;

                  (b)      the balance-sheet and, where applicable, the consolidated balance-sheet, is or are drawn
                           up so as to exhibit a true and fair view of the state of affairs of the company and, if
                           applicable, of all the companies the affairs of which are dealt with in the consolidated
                           balance-sheet as at the end of that period; and

                  (c)      at the date of the statement there are reasonable grounds to believe that the company will
                           be able to pay its debts as and when they fall due.

(16)     (Deleted).

(17)      Any document (other than a balance-sheet prepared in accordance with this Act) or advertisement
published, issued or circulated by or on behalf of a company (other than a banking corporation) shall not contain any
direct or indirect representation that the company has any reserve unless the representation is accompanied —

                  (a)      if the reserve is invested outside the business of the company — by a statement showing
                           the manner in which and the security upon which it is invested; or

                  (b)      if the reserve is being used in the business of the company — by a statement to the effect
                           that the reserve is being so used.

(18)      To the extent that any company registered under the Insurance Act is required to prepare balance-sheets,
revenue accounts and profit and loss accounts in the form prescribed by that Act, the company shall be deemed to
have complied with the requirements of this section (other than subsections (1) to (3C)) and the Ninth Schedule if its
balance-sheet and profit and loss account or consolidated accounts if it is a holding company are made out in
accordance with that Act but if the company carries on business other than insurance business in so far as that Act
does not require the company to deal with any matters which are required to be dealt with under the Ninth Schedule,
it shall be necessary for the company to comply with this section and the Ninth Schedule.

(19)     The provisions of this Act relating to the form and content of the report of the directors and the annual
balance-sheet and profit and loss account shall apply to a banking corporation with such modifications and
exceptions as are determined either generally or in any particular case by the Monetary Authority of Singapore
established under section 3 of the Monetary Authority of Singapore Act.



             Consolidated accounts not to be issued, etc., until receipt of accounts of subsidiaries.

201A.(1) Subject to subsection (5), the directors of a holding company shall not cause to be made out the
consolidated accounts referred to in section 201 (3A) or make the report referred to in subsection (6A) of that
section unless they have received from each subsidiary its audited accounts, the statements required under section
201, the directors’ report in accordance with subsection (6A) of that section and the auditor’s report in accordance
with section 207.

(2)       Where a subsidiary of a holding company is incorporated outside Singapore it is sufficient compliance with
this section if the directors of the holding company receive from the subsidiary accounts and reports corresponding
to those required under this section and in accordance with the law of the place of incorporation of the subsidiary.


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(3)      The directors of a subsidiary shall, at the request of the directors of the holding company supply all such
information as is required for the preparation of consolidated accounts of the holding company and its subsidiaries,
and of the report of the directors of the holding company.

(4)       The directors of a holding company are, unless they know or have reason to suspect that any matter in any
accounts, report or information furnished by the directors of a subsidiary is false or misleading, entitled to rely on
the accounts, report or information for the purpose of the preparation of the consolidated accounts and their report so
far as they relate to the affairs of the subsidiary.

(5)      Where the directors of a holding company, having taken all such steps as are reasonably available to them,
are unable to obtain from the directors of a subsidiary any accounts, report or other information required for the
preparation of the consolidated accounts and the directors’ report of the group, they may cause to be made out the
consolidated accounts and make the directors’ report without incorporating therein or including therewith the first-
mentioned accounts, report or other information relating to the subsidiary but with such qualifications and
explanations as are necessary to prevent the consolidated accounts and report from being misleading.

(6)      Where the directors of a holding company have caused to be made out the consolidated accounts and have
made the directors’ report in accordance with subsection (5) they shall send to the shareholders of the holding
company, within one month after receiving the accounts, report or other information from the directors of the
subsidiary, a copy of the accounts and report or a statement embodying the other information (as the case may be)
together with a statement by the directors of the holding company containing such qualifications and explanations of
the consolidated accounts and of their report as are necessary having regard to the accounts, report or information
received from the subsidiary.

(7)      The Registrar may, by order published in the Gazette, exempt the directors of a holding company from
compliance with subsection (6) in respect of a specified company or class of companies, whether incorporated in or
outside Singapore, subject to such conditions as he may think fit.



                                                 Audit committees.

201B.(1) Every listed company shall, within 12 months from 23rd March 1990 or such further period as the
Registrar may, in any particular case, allow, have an audit committee.

(2)      An audit committee shall be appointed by the directors from among their number (pursuant to a resolution
of the board of directors) and shall be composed of not fewer than 3 members of whom a majority shall not be —

                  (a)      executive directors of the company or any related corporation;

                  (b)      a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an
                           executive director of the company or of any related corporation; or

                  (c)      any person having a relationship which, in the opinion of the board of directors, would
                           interfere with the exercise of independent judgment in carrying out the functions of an
                           audit committee.

(3)      The members of an audit committee shall elect a chairman from among their number who is not an
executive director or employee of the company or any related corporation.

(4)       If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the
result that the number of members is reduced below 3, the board of directors shall, within 3 months of that event,
appoint such number of new members as may be required to make up the minimum number of 3 members.

(5)      The functions of an audit committee shall be —

                  (a)      to review —

                           (i)      with the auditor, the audit plan;
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                           (ii)     with the auditor, his evaluation of the system of internal accounting controls;

                           (iii)    with the auditor, his audit report;

                           (iv)     the assistance given by the company’s officers to the auditor;

                           (v)      the scope and results of the internal audit procedures; and

                           (vi)     the balance-sheet and profit and loss account of the company and, if it is a
                                    holding company, the consolidated balance-sheet and profit and loss account,
                                    submitted to it by the company or the holding company, and thereafter to submit
                                    them to the directors of the company or the holding company; and

                  (b)      to nominate a person or persons as auditor, notwithstanding anything contained in the
                           articles or under section 205,

together with such other functions as may be agreed to by the audit committee and the board of directors.

(6)      The auditor has the right to appear and be heard at any meeting of the audit committee and shall appear
before the committee when required to do so by the committee.

(7)     Upon the request of the auditor, the chairman of the audit committee shall convene a meeting of the
committee to consider any matters the auditor believes should be brought to the attention of the directors or
shareholders.

(8)      Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice
to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production
and inspection of such minutes.

(9)       Where the directors of a company or of a holding company are required to make a report under section 201
(5) or section 201 (6A) and the company is a listed company, the directors shall describe in the report the nature and
extent of the functions performed by the audit committee pursuant to subsection (5).

(10)     In this section, “listed company” means a company that is incorporated in Singapore and has been admitted
to the official list of a stock exchange in Singapore and has not been removed from the official list; and “non-
executive director” or “a person who is not an executive director” means a director who is not an employee of and
does not hold any other office of profit in, the company or in any subsidiary or associated company of the company
in conjunction with his office of director and his membership of an audit committee, and executive director shall be
read accordingly.



                   Relief from requirements as to form and content of accounts and reports.

202.(1) The directors of a company may apply to the Registrar in writing for an order relieving them from any
requirement of this Act relating to the form and content of accounts or consolidated accounts or to the form and
content of the report required by section 201 (6) and (6A) and the Registrar may make such an order either
unconditionally or on condition that the directors comply with such other requirements relating to the form and
content of the accounts or consolidated accounts or report as the Registrar thinks fit to impose.

(2)      The Registrar may, where he considers it appropriate, make an order in respect of a specified class of
companies relieving the directors of a company in that class from compliance with any specified requirements of
this Act relating to the form and content of accounts or consolidated accounts or to the form and content of the
report required by section 201 (6) and (6A) and the order may be made either unconditionally or on condition that
the directors of the company comply with such other requirements relating to the form and content of accounts or
consolidated accounts or report as the Registrar thinks fit to impose.

(3)      The Registrar shall not make an order under the sub-section (1) unless he is of the opinion that compliance
with the requirements of this Act would render the accounts or consolidated accounts or report, as the case may be,
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misleading or inappropriate to the circumstances of the company or would impose unreasonable burdens on the
company or any officer of the company.

(4)      The Registrar may make an order under sub-section (1) which may be limited to a specific period and may
from time to time either on application by the directors or without any such application (in which case the Registrar
shall give to the directors an opportunity of being heard) revoke or suspend the operation of any such order.



                               Members of company entitled to balance-sheet, etc.

203.(1) A copy of every profit and loss account and balance-sheet and if it is a holding company, consolidated
accounts (including every document required by law to be attached thereto) which is to be laid before a company in
general meeting accompanied by a copy of the auditor’s report thereon shall, not less than 14 days before the date of
the meeting, be sent to all persons entitled to receive notice of general meetings of the company.

(2)      Any member of a company (whether he is or is not entitled to have sent to him copies of the profit and loss
accounts and balance-sheets or consolidated accounts) to whom copies have not been sent and any holder of a
debenture shall, on a request being made by him to the company, be furnished by the company without charge with
a copy of the last profit and loss account and balance-sheet of the company and consolidated accounts (if any)
(including every document required by this Act to be attached thereto) together with a copy of the auditor’s report
thereon.

(3)       If default is made in complying with subsection (1) or (2), the company and every officer of the company
who is in default shall, unless it is proved that the member or holder of a debenture in question has already made a
request for and been furnished with a copy of the accounts or consolidated accounts and all documents referred to in
subsection (1) or (2), be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and
also to a default penalty.



                           Provision of summary financial statement to shareholders.

203A.(1) Notwithstanding section 203 and anything in its memorandum or articles of association, a listed public
company may, in such cases as may be specified by regulations and provided all the conditions so specified are
complied with, send a summary financial statement instead of copies of the documents referred to in section 203 (1)
to members of the company.

(2)    Where a public company sends to its members a summary financial statement under subsection (1), any
member of the company and any holder of a debenture entitled to be furnished by the company with a copy of the
documents referred to in section 203 (2) may instead request for a summary financial statement.

(3)      A summary financial statement need not be sent to any member of the company who does not wish to
receive the statement.

(4)      Copies of the documents referred to in section 203 (1) shall be sent to any member of the company who
wishes to receive them.

(5)      The summary financial statement shall be derived from the company’s annual accounts and the directors’
report and shall be in such form and contain such information as may be specified by regulations.

(6)      Every summary financial statement shall —

                  (a)      state that it is only a summary of information in the company’s annual accounts and
                           directors’ report; and

                  (b)      contain a statement by the company’s auditors of their opinion as to whether the
                           summary financial statement is consistent with the accounts and the report and complies
                           with the requirements of this section and any regulations made under subsection (9).
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(7)      If default is made in complying with this section or any regulations made under subsection (9), the
company and every officer of the company who is in default shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $5,000 and also to a default penalty.

(8)      For the purpose of subsection (1), “listed” means has been admitted to the official list of a stock exchange
in Singapore and has not been removed from that list.

(9)       The Minister may make regulations to give effect to this section, including making provision as to the
manner in which it is to be ascertained whether a member of the company wishes to receive copies of the documents
referred to in section 203 (1) or does not wish to receive the summary financial statement under this section.



                                                       Penalty.

204.(1) If any director of a company fails to comply or to take all reasonable steps to secure compliance by the
company with the foregoing provisions of this Division or has by his own wilful act been the cause of any default by
the company thereunder, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years.

(2)       In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure
compliance with, the preceding provisions of this Division relating to the form and content to the accounts of a
company or consolidated accounts of a holding company by reason of an omission from the accounts or
consolidated accounts, it is a defence to prove that the omission was not intentional and that the information omitted
was immaterial and did not affect the giving of a true and fair view of the matters required by section 201 to be dealt
with in the accounts or consolidated accounts, as the case may be.

(3)     If an offence under this section is committed with intent to defraud creditors of the company or creditors of
any other person or for a fraudulent purpose, the offender shall be liable on conviction to a fine not exceeding
$15,000 or to imprisonment for a term not exceeding 3 years or to both.

(4)     A person shall not be sentenced to imprisonment for any offence under this section unless in the opinion of
the Court dealing with the case the offence was committed wilfully.



                                                 Division 2 — Audit



                                   Appointment and remuneration of auditors.

205.(1) The directors of a company shall, within 3 months after incorporation of the company, appoint a person or
persons to be the auditor or auditors of the company, and any auditor or auditors so appointed shall, subject to this
section, hold office until the conclusion of the first annual general meeting.

(2)       A company shall at each annual general meeting of the company appoint a person or persons to be the
auditor or auditors of the company, and any auditor or auditors so appointed shall, subject to this section, hold office
until the conclusion of the next annual general meeting of the company.

(3)       Subject to subsections (7) and (8), the directors of a company may appoint an approved company auditor to
fill any casual vacancy in the office of auditor of the company, but while such a vacancy continues the surviving or
continuing auditor or auditors, if any, may act.

(4)     An auditor of a company may be removed from office by resolution of the company at a general meeting of
which special notice has been given, but not otherwise.

(5)      Where special notice of a resolution to remove an auditor is received by a company —

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                  (a)      it shall forthwith send a copy of the notice to the auditor concerned and to the Registrar;
                           and

                  (b)      the auditor may, within 7 days after the receipt by him of the copy of the notice, make
                           representations in writing to the company (not exceeding a reasonable length) and request
                           that, prior to the meeting at which the resolution is to be considered, a copy of the
                           representations be sent by the company to every member of the company to whom notice
                           of the meeting is sent.

(6)      Unless the Registrar on the application of the company otherwise orders, the company shall send a copy of
the representations as so requested and the auditor may, without prejudice to his right to be heard orally, require that
the representations be read out at the meeting.

(7)      Where an auditor of a company is removed from office in pursuance of subsection (4) at a general meeting
of the company —

                  (a)      the company may, at the meeting, by a resolution passed by a majority of not less than
                           three-fourths of such members of the company as being entitled to do so vote in person
                           or, where proxies are allowed, by proxy forthwith appoint another person nominated at
                           the meeting as auditor; or

                  (b)      the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days
                           after the meeting and the company may, by ordinary resolution, appoint another person as
                           auditor, being a person notice of whose nomination as auditor has, at least 10 days before
                           the resumption of the adjourned meeting, been received by the company.

(8)      A company shall, forthwith after the removal of an auditor from office in pursuance of subsection (4), give
notice in writing of the removal to the Registrar and, if the company does not appoint another auditor under
subsection (7), the Registrar shall appoint an auditor.

(9)      An auditor appointed in pursuance of subsection (7) or (8) shall, subject to this section, hold office until the
conclusion of the next annual general meeting of the company.

(10)     If the directors do not appoint an auditor or auditors as required by this section, the Registrar may on the
application in writing of any member of the company make the appointment.

(11)     Subject to subsection (7), a person shall not be capable of being appointed auditor of a company at an
annual general meeting unless he held office as auditor of the company immediately before the meeting or notice of
his nomination as auditor was given to the company by a member of the company not less than 21 days before the
meeting.

(12)     Where notice of nomination of a person as an auditor of a company is received by the company whether for
appointment at an adjourned meeting under subsection (7) or at an annual general meeting, the company shall, not
less than 7 days before the adjourned meeting or the annual general meeting, send a copy of the notice to the person
nominated, to each auditor, if any, of the company and to each person entitled to receive notice of general meetings
of the company.

(13)     If, after notice of nomination of a person as an auditor of a company has been given to the company, the
annual general meeting of the company is called for a date 21 days or less after the notice has been given, subsection
(11) shall not apply in relation to the person and, if the annual general meeting is called for a date not more than 7
days after the notice has been given and a copy of the notice is, at the time notice of the meeting is given, sent to
each person to whom, under subsection (12), it is required to be sent, the company shall be deemed to have complied
with that subsection in relation to the notice.

(14)     An auditor of a company may resign —

                  (a)      if he is not the sole auditor of the company; or

                  (b)      at a general meeting of the company,
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but not otherwise.

(15)      If an auditor gives notice in writing to the directors of the company that he desires to resign, the directors
shall call a general meeting of the company as soon as is practicable for the purpose of appointing an auditor in
place of the auditor who desires to resign and on the appointment of another auditor the resignation shall take effect.

(16)     The fees and expenses of an auditor of a company —

                     (a)   in the case of an auditor appointed by the company at a general meeting — shall be fixed
                           by the company in general meeting or, if so authorised by the members at the last
                           preceding annual general meeting, by the directors; and

                     (b)   in the case of an auditor appointed by the directors or by the Registrar — may be fixed by
                           the directors or by the Registrar, as the case may be, and, if not so fixed, shall be fixed as
                           provided in paragraph (a) as if the auditor had been appointed by the company.

(17)     If default is made in complying with this section, the company and every director of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.



                                              Auditors’ remuneration.

206.(1) If a company is served with a notice sent by or on behalf of —

                     (a)   at least 5% of the total number of members of the company; or

                     (b)   the holders in aggregate of not less than 5% in nominal value of the company’s issued
                           share capital,

requiring particulars of all emoluments paid to or receivable by the auditor of the company or any person who is a
partner or employer or employee of the auditor, by or from the company or any subsidiary in respect of services
other than auditing services rendered to the company, the company shall forthwith —

                     (c)   prepare or cause to be prepared a statement showing particulars of all emoluments paid to
                           the auditor or other person and of the services in respect of which the payments have
                           been made for the financial year immediately preceding the service of such notice;

                     (d)   forward a copy of the statement to all persons entitled to receive notice of general
                           meetings of the company; and

                     (e)   lay such statement before the company in general meeting.

(2)      If default is made in complying with this section, the company and every director of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.



                             Powers and duties of auditors as to reports on accounts.

207.(1) An auditor of a company shall report to the members on the accounts required to be laid before the
company in general meeting and on the company’s accounting and other records relating to those accounts and if it
is a holding company for which consolidated accounts are prepared shall also report to the members on the
consolidated accounts.

(1A)      A report by an auditor of a company under subsection (1) shall be furnished by the auditor to the directors
of the company in sufficient time to enable the company to comply with the requirements of section 203 (1) in
relation to that report but no offence shall be committed by an auditor under this subsection if the directors have not

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submitted the accounts for audit as required under this Part in sufficient time, having regard to the complexity of the
accounts, for the auditor to make his report.

(2)      An auditor shall, in a report under this section, state —

                  (a)      whether the accounts and, if the company is a holding company for which consolidated
                           accounts are prepared, the consolidated accounts are in his opinion properly drawn up —

                           (i)       so as to give a true and fair view of the matters required by section 201 to be
                                     dealt with in the accounts and, if there are consolidated accounts, in the
                                     consolidated accounts; and

                           (ii)      in accordance with this Act so as in the case of a balance-sheet to give a true and
                                     fair view of the company’s affairs and in the case of a profit and loss account to
                                     give a true and fair view of the company’s profit or loss;

                  (b)      whether the accounting and other records and the registers required by this Act to be kept
                           by the company and, if it is a holding company, by the subsidiaries other than those of
                           which he has not acted as auditor have been, in his opinion, properly kept in accordance
                           with this Act;

                  (c)      in the case of consolidated accounts —

                           (i)       the names of the subsidiaries, if any, of which he has not acted as auditor;

                           (ii)      whether he has considered the accounts and the auditor’s reports of all
                                     subsidiaries of which he has not acted as auditor, being accounts that are
                                     included (whether separately or consolidated with other accounts) in the
                                     consolidated accounts;

                           (iii)     whether he is satisfied that the accounts of the subsidiaries that are consolidated
                                     with other accounts are in form and content appropriate and proper for the
                                     purposes of the preparation of the consolidated accounts, and whether he has
                                     received satisfactory information and explanations as required by him for those
                                     purposes; and

                           (iv)      whether the auditor’s report on the accounts of any subsidiary was made subject
                                     to any qualification (other than a qualification that is not material in relation to
                                     the consolidated accounts), or included any comment made under subsection (3)
                                     and, if so, particulars of the qualification or comment;

                  (d)      any defect or irregularity in the accounts or consolidated accounts and any matter not set
                           out in the accounts or consolidated accounts without regard to which a true and fair view
                           of the matters dealt with by the accounts or consolidated accounts would not be obtained;
                           and

                  (e)      if he is not satisfied as to any matter referred to in paragraph (a), (b) or (c), his reasons
                           for not being so satisfied.

(3)      It is the duty of an auditor of a company to form an opinion as to each of the following matters:

                  (a)      whether he has obtained all the information and explanations that he required;

                  (b)      whether proper accounting and other records, including registers, have been kept by the
                           company as required by this Act;

                  (c)      whether the returns received from branch offices of the company are adequate;


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                  (d)       whether the procedures and methods used by a holding company or a subsidiary in
                            arriving at the amounts taken into any consolidated accounts were appropriate to the
                            circumstances of the consolidation; and

                  (e)       where consolidated accounts are prepared otherwise than as one set of consolidated
                            accounts for the group, whether he agrees with the reasons for preparing them in the form
                            in which they are prepared, as given by the directors in the accounts,

and he shall state in his report particulars of any deficiency, failure or short-coming in respect of any matter referred
to in this subsection.

(4)      An auditor shall not be required to form an opinion in his report as to whether the accounting and other
records of subsidiaries (which are not incorporated in Singapore) of a Singapore holding company have been kept in
accordance with this Act.

(5)       An auditor of a company has a right of access at all times to the accounting and other records, including
registers, of the company, and is entitled to require from any officer of the company and any auditor of a related
company such information and explanations as he desires for the purposes of audit.

(6)       An auditor of a holding company for which consolidated accounts are required has a right of access at all
times to the accounting and other records, including registers, of any subsidiary, and is entitled to require from any
officer or auditor of any subsidiary, at the expense of the holding company, such information and explanations in
relation to the affairs of the subsidiary as he requires for the purpose of reporting on the consolidated accounts.

(7)    The auditor’s report shall be attached to or endorsed on the accounts or consolidated accounts and shall, if
any member so requires, be read before the company in general meeting and shall be open to inspection by any
member at any reasonable time.

(8)      An auditor of a company or his agent authorised by him in writing for the purpose is entitled to attend any
general meeting of the company and to receive all notices of, and other communications relating to, any general
meeting which a member is entitled to receive, and to be heard at any general meeting which he attends on any part
of the business of the meeting which concerns the auditor in his capacity as auditor.

(9)      If an auditor, in the course of the performance of his duties as auditor of a company, is satisfied that —

                  (a)       there has been a breach or non-observance of any of the provisions of this Act; and

                  (b)       the circumstances are such that in his opinion the matter has not been or will not be
                            adequately dealt with by comment in his report on the accounts or consolidated accounts
                            or by bringing the matter to the notice of the directors of the company or, if the company
                            is a subsidiary, of the directors of its holding company,

he shall forthwith report the matter in writing to the Registrar.

(9A)     Notwithstanding subsection (9), if an auditor of a public company or a subsidiary of a public company, in
the course of the performance of his duties as auditor, has reason to believe that a serious offence involving fraud or
other dishonesty is being or has been committed against the company by officers or employees of the company, he
shall immediately report the matter to the Minister.

(9B)     No duty to which an auditor of a company may be subject shall be regarded as having been contravened by
reason of his reporting the matter referred to in subsection (9A) in good faith to the Minister.

(9C)     An auditor who is under a legal duty under any other written law to make a report to the Monetary
Authority of Singapore in relation to an offence involving fraud or dishonesty that he becomes aware in the course
of the performance of his duties as auditor, shall not be required to make a report to the Minister under subsection
(9A) if he has already made a report in relation to the same offence under that written law to the Monetary Authority
of Singapore.

(9D)     In subsection (9A), “a serious offence involving fraud or dishonesty” means —
                                                         207
                  (a)      an offence that is punishable by imprisonment for a term that is not less than 2 years; and

                  (b)      the value of the property obtained or likely to be obtained from the commission of such
                           an offence is not less than $20,000.

(10)      An officer of a corporation who refuses or fails without lawful excuse to allow an auditor of the corporation
or an auditor of a corporation who refuses or fails without lawful excuse to allow an auditor of its holding company
access, in accordance with this section, to any accounting and other records, including registers, of the corporation in
his custody or control, or to give any information or explanation as and when required under this section, or
otherwise hinders, obstructs or delays an auditor in the performance of his duties or the exercise of his powers, shall
be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000.



                Auditors and other persons to enjoy qualified privilege in certain circumstances.

208.(1) An auditor shall not, in the absence of malice on his part, be liable to any action for defamation at the suit of
any person in respect of any statement which he makes in the course of his duties as auditor, whether the statement
is made orally or in writing.

(2)      A person shall not, in the absence of malice on his part, be liable to any action for defamation at the suit of
any person in respect of the publication of any document prepared by an auditor in the course of his duties and
required by this Act to be lodged with the Registrar.

(3)      This section does not limit or affect any other right, privilege or immunity that an auditor or other person
has as defendant in an action for defamation.



                                Duties of auditors to trustee for debenture holders.

209.(1) The auditor of a borrowing corporation shall within 7 days after furnishing the corporation with any
balance-sheet or profit and loss account or any report, certificate or other document which he is required by this Act
or by the debentures or trust deed to give to the corporation, send by post to every trustee for the holders of
debentures of the borrowing corporation a copy thereof.

(2)      Where, in the performance of his duties as auditor of a borrowing corporation, the auditor becomes aware
of any matter which is in his opinion relevant to the exercise and performance of the powers and duties imposed by
this Act or by any trust deed upon any trustee for the holders of debentures of the corporation, he shall, within 7
days after so becoming aware of the matter, send by post a report in writing on such matter to the borrowing
corporation and a copy thereof to the trustee.

(3)      If any person fails to comply with subsection (2) he shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.



                                                    Interpretation.

209A.    In this Part and the Ninth Schedule, unless the contrary intention appears—

         “current liability” , in relation to accounts or consolidated accounts, means a liability that would in the
         ordinary course of events be payable within 12 months after the end of the financial year to which the
         accounts or consolidated accounts relate;

         “consolidated accounts” , in relation to a holding company, means —

                  (a)      a set of consolidated accounts for the group of companies of that holding company; or

                                                          208
                  (b)       the accounts or consolidated accounts prepared in compliance with the Ninth Schedule;

         “group of companies” , in relation to a holding company, means the holding company and the corporations
         that are subsidiaries of the holding company;

         “holding company” means a corporation that is the holding company of another corporation;

         “non-current liability” means a liability that is not a current liability;

         “profit or loss” means —

                  (a)       in relation to a corporation that is not a holding company — the profit or loss resulting
                            from operations of that corporation;

                  (b)       in relation to a corporation that is a holding company of a group of companies for which
                            consolidated accounts are required — the profit or loss resulting from operations of that
                            corporation;

                  (c)       in relation to a corporation referred to in paragraph (b) and its subsidiaries — the profit or
                            loss resulting from operations of the group of companies of which the corporation is the
                            holding company; and

                  (d)       in relation to a corporation that is a holding company of a group of companies for which
                            consolidated accounts are not required — the profit or loss resulting from operations of
                            that corporation.



Application of amendments made to sections 201 to 204 and 207 and new sections 201A and 209A.

209B*.(1) The amendments made to sections 201 to 204 and 207 by the Companies (Amendment) Act 1987 and the
new sections 201A and 209A inserted by that Act do not apply in relation to a company to, or in respect of, the
financial year of the company that began on or before 15th May 1987 and ends after that date.

*This section was section 42 of the Companies (Amendment) Act 1987 (No. 13 of 1987).

(2)      To the extent to which by virtue of subsection (1) the amendments and additions referred to in that
subsection do not apply in relation to a company, Divisions 1 and 2 of Part VI and the Ninth Schedule so apply as if
the amendments had not been enacted.



                          PART VII - ARRANGEMENTS AND RECONSTRUCTIONS



                                 Power to compromise with creditors and members.

210.(1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them
or between the company and its members or any class of them, the Court may, on the application in a summary way
of the company or of any creditor or member of the company, or, in the case of a company being wound up, of the
liquidator, order a meeting of the creditors or class of creditors or of the members of the company or class of
members to be summoned in such manner as the Court directs.

(2)       A meeting held pursuant to an order of the Court made under subsection (1) may be adjourned from time to
time if the resolution for adjournment is approved by a majority in number representing three-fourths in value of the
creditors or class of creditors or members or class of members present and voting either in person or by proxy at the
meeting.

                                                            209
(3)       If a majority in number representing three-fourths in value of the creditors or class of creditors or members
or class of members present and voting either in person or by proxy at the meeting or the adjourned meeting agrees
to any compromise or arrangement, the compromise or arrangement shall, if approved by order of the Court, be
binding on all the creditors or class of creditors or on the members or class of members, as the case may be, and also
on the company or, in the case of a company in the course of being wound up, on the liquidator and contributories of
the company.

(4)       The Court may grant its approval to a compromise or arrangement subject to such alterations or conditions
as it thinks just.

(5)      An order under subsection (3) shall have no effect until an office copy of the order is lodged with the
Registrar, and upon being so lodged, the order shall take effect on and from the date of lodgment or such earlier date
as the Court may determine and as may be specified in the order.

(6)      Subject to subsection (7), a copy of every order made under subsection (3) shall be annexed to every copy
of the memorandum of the company issued after the order has been made, or, in the case of a company not having a
memorandum, to every copy so issued of the instrument constituting or defining the constitution of the company.

(7)     The Court may, by order, exempt a company from compliance with the requirements of subsection (6) or
determine the period during which the company shall so comply.

(8)      Where any such compromise or arrangement (whether or not for the purposes of or in connection with a
scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies)
has been proposed, the directors of the company shall —

                  (a)        if a meeting of the members of the company by resolution so directs, instruct such
                             accountants or solicitors or both as are named in the resolution to report on the proposals
                             and forward their report or reports to the directors as soon as possible; and

                  (b)        make such report or reports available at the registered office of the company for
                             inspection by the shareholders and creditors of the company at least 7 days before the
                             date of any meeting ordered by the Court to be summoned as provided in subsection (1).

(9)     Every company which makes default in complying with subsection (6) or (8) and every officer of the
company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$2,000.

Power of Court to restrain proceedings.

(10)    Where no order has been made or resolution passed for the winding up of a company and any such
compromise or arrangement has been proposed between the company and its creditors or any class of such creditors,
the Court may, in addition to any of its powers, on the application in a summary way of the company or of any
member or creditor of the company restrain further proceedings in any action or proceeding against the company
except by leave of the Court and subject to such terms as the Court imposes.

(11)     In this section —

         “arrangement” includes a reorganisation of the share capital of a company by the consolidation of shares of
         different classes or by the division of shares into shares of different classes or by both these methods;

         “company” means any corporation or society liable to be wound up under this Act.



                             Information as to compromise with creditors and members.

211.(1) Where a meeting is summoned under section 210, there shall —


                                                           210
                  (a)      with every notice summoning the meeting which is sent to a creditor or member, be sent
                           also a statement explaining the effect of the compromise or arrangement and in particular
                           stating any material interests of the directors, whether as directors or as members or as
                           creditors of the company or otherwise, and the effect thereon of the compromise or
                           arrangement in so far as it is different from the effect on the like interests of other
                           persons; and

                  (b)      in every notice summoning the meeting which is given by advertisement, be included
                           either such a statement or a notification of the place at which and the manner in which
                           creditors or members entitled to attend the meeting may obtain copies of such a
                           statement.

(2)      Where the compromise or arrangement affects the rights of debenture holders, the statement shall give the
like explanation with respect to the trustee for the debenture holders as, under subsection (1), a statement is required
to give with respect to the directors.

(3)      Where a notice given by advertisement includes a notification that copies of such a statement can be
obtained, every creditor or member entitled to attend the meeting shall on making application in the manner
indicated by the notice be furnished by the company free of charge with a copy of the statement.

(4)       Each director and each trustee for debenture holders shall give notice to the company of such matters
relating to himself as may be necessary for the purposes of this section within 7 days of the receipt of a request in
writing for information as to such matters.

(5)     Where default is made in complying with any requirement of this section, the company and every officer of
the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding
$5,000 or to imprisonment for a term not exceeding 12 months.

(6)     For the purpose of subsection (5), the liquidator of the company and any trustee for debenture holders shall
be deemed to be an officer of the company.

(7)      Notwithstanding subsection (5), a person shall not be liable under that subsection if he shows that the
default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the
necessary particulars as to his interests.



                   Provisions for facilitating reconstruction and amalgamation of companies.

212.(1) Where an application is made to the Court under this Part for the approval of a compromise or arrangement
and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of or in
connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or
more companies and that under the scheme the whole or any part of the undertaking or the property of any company
concerned in the scheme (referred to in this section as the transferor company) is to be transferred to another
company (referred to in this section as the transferee company), the Court may either by the order approving the
compromise or arrangement or by any subsequent order provide for all or any of the following matters:

                  (a)      the transfer to the transferee company of the whole or any part of the undertaking and of
                           the property or liabilities of the transferor company;

                  (b)      the allotting or appropriation by the transferee company of any shares, debentures,
                           policies or other like interests in that company which under the compromise or
                           arrangement are to be allotted or appropriated by that company to or for any person;

                  (c)      the continuation by or against the transferee company of any legal proceedings pending
                           by or against the transferor company;

                  (d)      the dissolution, without winding up, of the transferor company;

                                                          211
                    (e)        the provision to be made for any persons who, within such time and in such manner as
                               the Court directs, dissent from the compromise or arrangement;

                    (f)        such incidental, consequential and supplemental matters as are necessary to secure that
                               the reconstruction or amalgamation shall be fully and effectively carried out.

(2)        Where an order made under this section provides for the transfer of property or liabilities, then by virtue of
the order that property shall be transferred to and vest in, and those liabilities shall be transferred to and become the
liabilities of, the transferee company, free in the case of any particular property if the order so directs, from any
charge which is by virtue of the compromise or arrangement to cease to have effect.

(3)      Where an order is made under this section, every company in relation to which the order is made shall
lodge within 7 days of the making of the order —

                    (a)        an office copy of the order with the Registrar; and

                    (b)        where the order relates to land, an office copy of the order with the appropriate authority
                               concerned with the registration or recording of dealings in that land,

and every company which makes default in complying with this section and every officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a
default penalty.

(4)      No vesting order, referred to in this section, shall have any effect or operation in transferring or otherwise
vesting land until the appropriate entries are made with respect to the vesting of that land by the appropriate
authority.

(5)        In this section —

           “liabilities” includes duties;

           “property” includes property, rights and powers of every description.

(6)    Notwithstanding section 210 (11), “company” in this section does not include any company other than a
company as defined in section 4.



213. (Repealed.)



214. (Repealed.)



      Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority.

215.(1) Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular
class in a company (referred to in this section as the transferor company) to another company or corporation
(referred to in this section as the transferee company) has, within 4 months after the making of the offer in that
behalf by the transferee company, been approved as to the shares or as to each class of shares whose transfer is
involved by the holders of not less than 90% in nominal value of those shares or of the shares of that class (other
than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary),
the transferee company may at any time within two months, after the offer has been so approved, give notice in the
prescribed manner to any dissenting shareholder that it desires to acquire his shares; and when such a notice is given
the transferee company shall, unless on an application made by the dissenting shareholder within one month from
the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder
pursuant to subsection (2) (whichever is the later) the Court thinks fit to order otherwise, be entitled and bound to
                                                          212
acquire those shares on the terms which, under the scheme or contract the shares of the approving shareholders are
to be transferred to the transferee company or if the offer contained two or more alternative sets of terms upon the
terms which were specified in the offer as being applicable to dissenting shareholders.

(2)       Where a transferee company has given notice to any dissenting shareholder that it desires to acquire his
shares, the dissenting shareholder shall be entitled to require the company by a demand in writing served on that
company, within one month from the date on which the notice was given, to supply him with a statement in writing
of the names and addresses of all other dissenting shareholders as shown in the register of members, and the
transferee company shall not be entitled or bound to acquire the shares of the dissenting shareholders until 14 days
after the posting of the statement of such names and addresses to the dissenting shareholder.

(3)     Where, in pursuance of any such scheme or contract, shares in a company are transferred to another
company or its nominee and those shares together with any other shares in the first-mentioned company held by, or
by a nominee for, the transferee company or its subsidiary at the date of the transfer comprise or include 90% in
nominal value of the shares in the first-mentioned company or of any class of those shares, then —

                  (a)      the transferee company shall within one month from the date of the transfer (unless on a
                           previous transfer in pursuance of the scheme or contract it has already complied with this
                           requirement) give notice of that fact in the prescribed manner to the holders of the
                           remaining shares or of the remaining shares of that class who have not assented to the
                           scheme or contract; and

                  (b)      any such holder may within 3 months from the giving of the notice to him require the
                           transferee company to acquire the shares in question,

and where a shareholder gives notice under paragraph (b) with respect to any shares, the transferee company shall be
entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the
approving shareholders were transferred to it, or on such other terms as are agreed or as the Court on the application
of either the transferee company or the shareholder thinks fit to order.

(4)      Where a notice has been given by the transferee company under subsection (1) and the Court has not, on an
application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, after the
expiration of one month after the date on which the notice has been given or, after 14 days after a statement has been
supplied to a dissenting shareholder pursuant to subsection (2) or if an application to the Court by the dissenting
shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the
transferor company together with an instrument of transfer executed, on behalf of the shareholder by any person
appointed by the transferee company, and on its own behalf by the transferee company, and pay, allot or transfer to
the transferor company the amount or other consideration representing the price payable by the transferee company
for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall
thereupon register the transferee company as the holder of those shares.

(5)      Any sums received by the transferor company under this section shall be paid into a separate bank account,
and any such sums and any other consideration so received shall be held by that company in trust for the several
persons entitled to the shares in respect of which they were respectively received.

(6)     Where any consideration other than cash is held in trust by a company for any person under this section, it
may, after the expiration of two years and shall before the expiration of 10 years from the date on which such
consideration was allotted or transferred to it, transfer such consideration to the Official Receiver.

(7)      The Official Receiver shall sell or dispose of any consideration so received in such manner as he thinks fit
and shall deal with the proceeds of such sale or disposal as if it were moneys paid to him in pursuance of section
322.

(8)      In this section, dissenting shareholder includes a shareholder who has not assented to the scheme or
contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance
with the scheme or contract.




                                                         213
                               Personal remedies in cases of oppression or injustice.

216.(1) Any member or holder of a debenture of a company or, in the case of a declared company under Part IX,
the Minister may apply to the Court for an order under this section on the ground —

                  (a)      that the affairs of the company are being conducted or the powers of the directors are
                           being exercised in a manner oppressive to one or more of the members or holders of
                           debentures including himself or in disregard of his or their interests as members,
                           shareholders or holders of debentures of the company; or

                  (b)      that some act of the company has been done or is threatened or that some resolution of
                           the members, holders of debentures or any class of them has been passed or is proposed
                           which unfairly discriminates against or is otherwise prejudicial to one or more of the
                           members or holders of debentures (including himself).

(2)      If on such application the Court is of the opinion that either of such grounds is established the Court may,
with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and,
without prejudice to the generality of the foregoing, the order may —

                  (a)      direct or prohibit any act or cancel or vary any transaction or resolution;

                  (b)      regulate the conduct of the affairs of the company in future;

                  (c)      authorise civil proceedings to be brought in the name of or on behalf of the company by
                           such person or persons and on such terms as the Court may direct;

                  (d)      provide for the purchase of the shares or debentures of the company by other members or
                           holders of debentures of the company or by the company itself;

                  (e)      in the case of a purchase of shares by the company provide for a reduction accordingly of
                           the company’s capital; or

                  (f)      provide that the company be wound up.

(3)      Where an order that the company be wound up is made pursuant to subsection (2) (f), the provisions of this
Act relating to winding up of a company shall, with such adaptations as are necessary, apply as if the order had been
made upon a petition duly presented to the Court by the company.

(4)        Where an order under this section makes any alteration in or addition to any company’s memorandum or
articles, then, notwithstanding anything in any other provision of this Act, but subject to the provisions of the order,
the company concerned shall not have power, without the leave of the Court, to make any further alteration in or
addition to the memorandum or articles inconsistent with the provisions of the order; but subject to the foregoing
provisions of this subsection the alterations or additions made by the order shall be of the same effect as if duly
made by resolution of the company.

(5)      An office copy of any order made under this section shall be lodged by the applicant with the Registrar
within 14 days after the making of the order.

(6)      Any person who fails to comply with subsection (5) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.

(7)     This section shall apply to a person who is not a member of a company but to whom shares in the company
have been transmitted by operation of law as it applies to members of a company; and references to a member or
members shall be construed accordingly.



                                        Derivative or representative actions.

                                                          214
216A.(1) In this section and section 216B —

         “company” means a company other than a company that is listed on the stock exchange in Singapore;

         “complainant” means —

                  (a)      any member of a company;

                  (b)      the Minister, in the case of a declared company under Part IX; or

                  (c)      any other person who, in the discretion of the Court, is a proper person to make an
                           application under this section.

(2)     Subject to subsection (3), a complainant may apply to the Court for leave to bring an action in the name and
on behalf of the company or intervene in an action to which the company is a party for the purpose of prosecuting,
defending or discontinuing the action on behalf of the company.

(3)      No action may be brought and no intervention in an action may be made under subsection (2) unless the
Court is satisfied that —

                  (a)      the complainant has given 14 days’ notice to the directors of the company of his intention
                           to apply to the Court under subsection (2) if the directors of the company do not bring,
                           diligently prosecute or defend or discontinue the action;

                  (b)      the complainant is acting in good faith; and

                  (c)      it appears to be prima facie in the interests of the company that the action be brought,
                           prosecuted, defended or discontinued.

(4)      Where a complainant on an application can establish to the satisfaction of the Court that it is not expedient
to give notice as required in subsection (3) (a), the Court may make such interim order as it thinks fit pending the
complainant giving notice as required.

(5)       In granting leave under this section, the Court may make such orders or interim orders as it thinks fit in the
interests of justice, including (but not limited to) the following:

                  (a)      an order authorising the complainant or any other person to control the conduct of the
                           action;

                  (b)      an order giving directions for the conduct of the action; and

                  (c)      an order requiring the company to pay reasonable legal fees and disbursements incurred
                           by the complainant in connection with the action.

(6)     Where an action has been commenced or is to be brought in the subordinate courts, an application for leave
under subsection (2) shall be made in a District Court.



Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A.

216B.(1) An application made or an action brought or intervened in under section 216A shall not be stayed or
dismissed by reason only that it is shown that an alleged breach of a right or duty owned to the company has been or
may be approved by the members of the company, but evidence of approval by the members may be taken into
account by the Court in making an order under section 216A.

(2)      An application made or an action brought or intervened in under section 216A shall not be stayed,
discontinued, settled or dismissed for want of prosecution without the approval of the Court given upon such terms

                                                          215
as the Court thinks fit and, if the Court determines that the interest of any complainant may be substantially affected
by such stay, discontinuance, settlement or dismissal, the Court may order any party to the application or action to
give notice to the complainant.

(3)     In an application made or an action brought or intervened in under section 216A, the Court may at any time
order the company to pay to the complainant interim costs, including legal fees and disbursements, but the
complainant may be accountable for such interim costs upon final disposition of the application or action.



                                    PART VIII - RECEIVERS AND MANAGERS



                                     Disqualification for appointment as receiver.

217.(1) The following shall not be qualified to be appointed and shall not act as receiver of the property of a
company:

                  (a)         a corporation;

                  (b)         an undischarged bankrupt;

                  (c)         a mortgagee of any property of the company, an auditor of the company or a director,
                              secretary or employee of the company or of any corporation which is a mortgagee of the
                              property of the company; and

                  (d)         any person who is neither an approved liquidator nor the Official Receiver.

(2)      Nothing in subsection (1) (a) or (d) shall apply to any corporation authorised by any written law to act as
receiver of the property of a company.

(3)      Nothing in this section shall disqualify a person from acting as receiver of the property of a company if
acting under an appointment validly made before 29th December 1967.



                                                  Liability of receiver.

218.(1) Any receiver or other authorised person entering into possession of any assets of a company for the purpose
of enforcing any charge shall, notwithstanding any agreement to the contrary, but without prejudice to his rights
against the company or any other person, be liable for debts incurred by him in the course of the receivership or
possession for services rendered, goods purchased or property hired, leased, used or occupied.

(2)      Subsection (1) shall not be so construed as to constitute the person entitled to the charge a mortgagee in
possession.

Application for directions.

(3)      A receiver or manager of the property of a company may apply to the Court for directions in relation to any
matter arising in connection with the performance of his functions.

(4)       Where a receiver or manager has been appointed to enforce any charge for the benefit of holders of
debentures of the company, any such debenture holder may apply to the Court for directions in relation to any matter
arising in connection with the performance of the functions of the receiver or manager.




                                                           216
                         Power of Court to fix remuneration of receivers or managers.

219.(1) The Court may, on application by the liquidator of a company, by order fix the amount to be paid by way of
remuneration to any person who, under the powers contained in any instrument, has been appointed as receiver or
manager of the property of the company.

(2)      The power of the Court shall, where no previous order has been made with respect thereto —

                  (a)      extend to fixing the remuneration for any period before the making of the order or the
                           application therefor;

                  (b)      be exercisable notwithstanding that the receiver or manager has died or ceased to act
                           before the making of the order or the application therefor; and

                  (c)      where the receiver or manager has been paid or has retained for his remuneration for any
                           period before the making of the order any amount in excess of that fixed for that period,
                           extend to requiring him or his personal representatives to account for the excess or such
                           part thereof as may be specified in the order.

(3)      The power conferred by subsection (2) (c) shall not be exercised as respects any period before the making
of the application for the order unless in the opinion of the Court there are special circumstances making it proper
for the power to be so exercised.

(4)     The Court may from time to time, on an application made either by the liquidator or by the receiver or
manager, vary or amend an order made under this section.



                                      Appointment of liquidator as receiver.

220.     Where an application is made to the Court to appoint a receiver on behalf of the debenture holders or other
creditors of a company which is being wound up by the Court, the liquidator may be so appointed.



                                     Notification of appointment of receiver.

221.(1) If any person obtains an order for the appointment of a receiver or manager of the property of a company or
of the property in Singapore of any other corporation, or appoints such a receiver or manager under any powers
contained in any instrument, he shall within 7 days after he has obtained the order or made the appointment lodge
notice of the fact with the Registrar.

(2)      Where any person appointed as receiver or manager of the property of a company or other corporation
under the powers contained in any instrument ceases to act as such, he shall within 7 days thereafter lodge with the
Registrar notice to that effect.

(3)      Every person who makes default in complying with the requirements of this section shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.



                                        Statement that receiver appointed.

222.(1) Where a receiver or manager of the property of a corporation has been appointed, every invoice order for
goods or business letter issued by or on behalf of the corporation or the receiver or manager or the liquidator of the
corporation, being a document on or in which the name of the corporation appears, shall contain a statement
immediately following the name of the corporation that a receiver or manager has been appointed.


                                                         217
(2)       If default is made in complying with this section, the corporation and every officer and every liquidator of
the corporation and every receiver or manager who knowingly and wilfully authorises or permits the default shall be
guilty of an offence.



                        Provisions as to information where receiver or manager appointed.

223.(1) Where a receiver or manager of the property of a company (referred to in this section and in section 224 as
the receiver) is appointed —

                  (a)      the receiver shall forthwith send notice to the company of his appointment;

                  (b)      there shall, within 14 days after receipt of the notice, or such longer period as may be
                           allowed by the Court or by the receiver, be made out and submitted to the receiver in
                           accordance with section 224 a statement in the prescribed form as to the affairs of the
                           company; and

                  (c)      the receiver shall within one month after receipt of the statement —

                           (i)      lodge with the Registrar, a copy of the statement and of any comments he sees
                                    fit to make thereon;

                           (ii)     send to the company, a copy of any such comments as aforesaid, or if he does
                                    not see fit to make any comment, a notice to that effect; and

                           (iii)    where the receiver is appointed by or on behalf of the holders of debentures of
                                    the company send to the trustees, if any, for those holders, a copy of the
                                    statement and his comments thereon.

(2)      Subsection (1) shall not apply in relation to the appointment of a receiver or manager to act with an existing
receiver or manager or in place of a receiver or manager dying or ceasing to act, except that, where that subsection
applies to a receiver or manager who dies or ceases to act before that subsection has been fully complied with, the
references in paragraphs (b) and (c) thereof to the receiver shall (subject to subsection (3)) include references to his
successor and to any continuing receiver or manager.

(3)      Where the company is being wound up, this section and section 224 shall apply notwithstanding that the
receiver or manager and the liquidator are the same person, but with any necessary modifications arising from that
fact.

(4)      If any person makes default in complying with any of the requirements of this section, he shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.



                             Special provisions as to statement submitted to receiver.

224.(1) The statement as to the affairs of a company required by section 223 to be submitted to the receiver shall
show as at the date of the receiver’s appointment the particulars of the company’s assets, debts and liabilities, the
names and addresses of its creditors, the securities held by them respectively, the dates when the securities were
respectively given and such further or other information as may be prescribed.

(2)      The statement shall be submitted by, and be verified by affidavit of, one or more of the persons who were
at the date of the receiver’s appointment the directors of the company and by the person who was at that date the
secretary of the company, or by such of the persons, hereafter in this subsection mentioned, as the receiver may
require to submit and verify the statement, that is to say —

                  (a)      persons who are or have been officers;

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                  (b)      persons who have taken part in the formation of the company at any time within one year
                           before the date of the receiver’s appointment;

                  (c)      persons who are in the employment of the company, or have been in the employment of
                           the company within that year, and are in the opinion of the receiver capable of giving the
                           information required;

                  (d)      persons who are or have been, within that year, officers of, or in the employment of, a
                           corporation which is, or within that year was, an officer of the company to which the
                           statement relates.

(3)     Any person making the statement and affidavit shall be allowed and shall be paid by the receiver (or his
successor) out of his receipts, such costs and expenses incurred in and about the preparation and making of the
statement and affidavit as the receiver (or his successor) may consider reasonable, subject to an appeal to the Court.

(4)      If any person makes default in complying with the requirements of this section, he shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(5)      References in this section to the receiver’s successor shall include a continuing receiver or manager.



                                   Lodging of accounts of receivers and managers.

225.(1) Every receiver or manager of the property of a company or of the property in Singapore of any other
corporation shall —

                  (a)      within one month after the expiration of the period of 6 months from the date of his
                           appointment and of every subsequent period of 6 months and within one month after he
                           ceases to act as receiver or manager, lodge with the Registrar a detailed account in the
                           prescribed form showing —

                           (i)       his receipts and his payments during each period of 6 months, or, where he
                                     ceases to act as receiver or manager, during the period from the end of the
                                     period to which the last preceding account related or from the date of his
                                     appointment, as the case may be, up to the date of his so ceasing;

                           (ii)      the aggregate amount of those receipts and payments during all preceding
                                     periods since his appointment; and

                           (iii)     where he has been appointed pursuant to the powers contained in any
                                     instrument, the amount owing under that instrument at the time of his
                                     appointment, in the case of the first account, and at the expiration of every 6
                                     months after his appointment and, where he has ceased to act as receiver or
                                     manager at the date of his so ceasing, and his estimate of the total value of all
                                     assets of the company or other corporation which are subject to that instrument;
                                     and

                  (b)      before lodging such account, verify by affidavit all accounts and statements referred to
                           therein.

(2)       The Registrar may, of his own motion or on the application of the company or other corporation or a
creditor, cause the accounts to be audited by an approved company auditor appointed by the Registrar and for the
purpose of the audit the receiver or manager shall furnish the auditor with such vouchers and information as he
requires and the auditor may at any time require the production of and inspect any books of account kept by the
receiver or manager or any document or other records relating thereto.

(3)      Where the Registrar causes the accounts to be audited upon the request of the company or other corporation
or a creditor, he may require the applicant to give security for the payment of the cost of the audit.
                                                           219
(4)      The costs of an audit under subsection (2) shall be fixed by the Registrar and be paid by the receiver unless
the Registrar otherwise determines.

(5)      Every receiver or manager who makes default in complying with this section shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.



       Payments of certain debts out of assets subject to floating charge in priority to claims under charge.

226.(1) Where a receiver is appointed on behalf of the holders of any debentures of a company secured by a
floating charge or possession is taken by or on behalf of debenture holders of any property comprised in or subject
to a floating charge, then, if the company is not at the time in the course of being wound up, debts which in every
winding up are preferential debts and are due by way of wages, salary, retrenchment benefit or ex gratia payment,
vacation leave or superannuation or provident fund payments and any amount which in a winding up is payable in
pursuance of section 328 (4) or (6) shall be paid out of any assets coming to the hands of the receiver or other person
taking possession in priority to any claim for principal or interest in respect of the debentures and shall be paid in the
same order of priority as is prescribed by that section in respect of those debts and amounts.

(1A)      In subsection (1), “floating charge” means a charge which, as created, was a floating charge.

(2)      For the purposes of subsection (1), the references in section 328 (1) (b), (c), (d) and (e) to the
commencement of the winding up shall be read as a reference to the date of the appointment of the receiver or of
possession being taken as aforesaid, as the case requires.

(3)      Any payments made under this section shall be recouped as far as may be out of the assets of the company
available for payment of general creditors.



                              Enforcement of duty of receiver, etc., to make returns.

227.(1) If any receiver or manager of the property of a company who has made default in making or lodging any
return, account or other document or in giving any notice required by law fails to make good the default within 14
days after the service on him by any member or creditor of the company or trustee for debenture holders of a notice
requiring him to do so, the Court may, on an application made for the purpose by the person who has given the
notice, make an order directing him to make good the default within such time as is specified in the order.

(2)       If it appears that any receiver or manager of the property of a company has misapplied or retained or
become liable or accountable for any money or property of the company or been guilty of any misfeasance or breach
of trust or duty in relation to the company, the Court may on the application of any creditor or contributory or of the
liquidator examine into the conduct of such receiver or manager and compel him to repay or restore the money or
property or any part thereof with interest at such rate as the Court thinks just or to contribute such sum to the assets
of the company by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust or
duty as the Court thinks just.

(3)       This section shall have effect notwithstanding that the offence is one for which the offender is criminally
liable.



                                    PART VIIIA - JUDICIAL MANAGEMENT



    Application to Court for a company to be placed under judicial management and for appointment of a
                                          judicial manager 227A.

227A.     Where a company or where a creditor or creditors of the company consider that —
                                                        220
                 (a)      the company is or will be unable to pay its debts; and

                 (b)      there is a reasonable probability of rehabilitating the company or of preserving all or part
                          of its business as a going concern or that otherwise the interests of creditors would be
                          better served than by resorting to a winding up,

an application may be made to the Court under section 227B for an order that the company should be placed under
the judicial management of a judicial manager.



            Power of Court to make a judicial management order and appoint a judicial manager.

227B.(1) Where a company or its directors (pursuant to a resolution of its members or the board of directors) or a
creditor or creditors (including any contingent or prospective creditor or creditors or all or any of those parties,
together or separately), pursuant to section 227A, makes an application, by way of petition, for an order that the
company should be placed under the judicial management of a judicial manager, the Court may make a judicial
management order in relation to the company if, and only if, —

                 (a)      it is satisfied that the company is or will be unable to pay its debts; and

                 (b)      it considers that the making of the order would be likely to achieve one or more of the
                          following purposes, namely:

                          (i)      the survival of the company, or the whole or part of its undertaking as a going
                                   concern;

                          (ii)     the approval under section 210 of a compromise or arrangement between the
                                   company and any such persons as are mentioned in that section;

                          (iii)    a more advantageous realisation of the company’s assets would be effected than
                                   on a winding up.

(2)       Any judicial management order made under subsection (1) shall direct that during the period in which the
order is in force the affairs, business and property of the company shall be managed by a judicial manager appointed
for the purpose by the Court; and such an order shall specify the purpose or purposes for whose achievement the
order is made.

(3)              (a)      In any application for a judicial management order under subsection (1), the applicant
                          shall nominate a person who is an approved company auditor, who is not the auditor of
                          the company, to act as a judicial manager.

                 (b)      The Court may reject the nomination of the applicant and appoint another person in his
                          stead.

                 (c)      Where a nomination is made by the company, a majority in number and value of the
                          creditors (including contingent or prospective creditors) may be heard in opposition to the
                          nomination and the Court may, if satisfied as to the value of the creditors’ claims and as
                          to the grounds of opposition, invite the creditors to nominate a person in his stead and, if
                          it sees fit, adopt their nomination.

                 (d)      Nothing in this subsection shall prevent the Minister from himself nominating a person to
                          act as a judicial manager if he considers that the public interest so requires and in such a
                          case the Minister may be heard in support of his nomination and for this purpose may be
                          represented.

                 (e)      Notwithstanding paragraph (a), where a person is appointed by the Court or nominated
                          by the Minister to act as a judicial manager that person need not be an approved company
                          auditor.
                                                         221
(4)      When a petition is presented to the Court, notice of the petition —

                  (a)       shall be published in the Gazette and in an English and Chinese local daily newspaper
                            and a copy thereof sent to the Registrar; and

                  (b)       shall be given —

                            (i)      to the company, in a case where a creditor is the petitioner; and

                            (ii)     to any person who has appointed or is or may be entitled to appoint a receiver
                                     and manager of the whole (or substantially the whole) of a company’s property
                                     under the terms of any debentures of a company secured by a floating charge or
                                     by a floating charge and one or more fixed charges. In the case of any such
                                     floating charge created by an instrument before 15th May 1987, it shall be
                                     deemed to contain a power to appoint a receiver and manager in the event that
                                     an application under this section is made for the appointment of a judicial
                                     manager with the result that the holder of that floating charge shall, in
                                     accordance with this paragraph, be given notice of the petition.

(5)      Subject to subsection (10), the Court shall dismiss a petition if it is satisfied that —

                  (a)       a receiver and manager referred to in subsection (4) has been or will be appointed; or

                  (b)       the making of the order is opposed by a person who has appointed or is entitled to
                            appoint such a receiver and manager.

(6)     On hearing the petition, the Court may dismiss the petition or adjourn the hearing conditionally or
unconditionally or make an interim order or any other order that it thinks fit.

(7)      A judicial management order shall not be made in relation to a company —

                  (a)       after the company has gone into liquidation;

                  (b)       where the company is a bank licensed under the Banking Act or is a finance company
                            licensed under the Finance Companies Act; or

                  (c)       where the company is an insurance company registered under the Insurance Act.

(8)      A judicial management order shall, unless it is otherwise discharged, remain in force for a period of 180
days from the date of the making of the order but the Court may, on application of a judicial manager, increase this
period subject to such terms as the Court may impose.

(9)       The costs and expenses of any unsuccessful petition made under this section shall, unless the Court
otherwise orders, be borne by the petitioner and, if the Court considers that the petition is frivolous or vexatious, it
may make such orders, as it thinks just and equitable, to redress any injustice that may have resulted. (10) Nothing in
this section shall preclude a Court —

                  (a)       from making a judicial management order and appointing a judicial manager if it
                            considers the public interest so requires; or

                  (b)       from appointing, after presentation of a petition and on the application of the petitioner,
                            an interim judicial manager, pending the making of a judicial management order, and
                            such interim judicial manager may, if the Court sees fit, be the person nominated in the
                            petition. The interim judicial manager so appointed may exercise such functions, powers
                            and duties as the Court may specify in the order.

(11)    For the purposes of this Part, “property” in relation to a company includes money, goods, things in action
and every description of property, whether real or personal, and whether in Singapore or elsewhere, and also

                                                           222
obligations and every description of interest whether present or future or vested or contingent arising out of, or
incidental to, property.

(12)     The definition in section 254 (2) of “inability to pay debts” shall apply for the purposes of this section as it
applies for the purposes of Division 2 Part X.



                              Effect of application for a judicial management order.

227C. During the period beginning with the presentation of a petition for a judicial management order and ending
with the making of such an order or the dismissal of the petition —

                  (a)      no resolution shall be passed or order made for the winding up of the company;

                  (b)      no steps shall be taken to enforce any charge on or security over the company’s property
                           or to repossess any goods in the company’s possession under any hire-purchase
                           agreement, chattels leasing agreement or retention of title agreement, except with leave of
                           the Court and subject to such terms as the Court may impose; and

                  (c)      no other proceedings and no execution or other legal process shall be commenced or
                           continued and no distress may be levied against the company or its property except with
                           leave of the Court and subject to such terms as the Court may impose.



                                        Effect of judicial management order.

227D.(1) On the making of a judicial management order —

                  (a)      any receiver or receiver and manager shall vacate office; and

                  (b)      any petition for the winding up of the company shall be dismissed.

(2)      Where any receiver and manager has vacated office under subsection (1) (a) —

                  (a)      his remuneration and any expenses properly incurred by him; and

                  (b)      any indemnity to which he is entitled out of the assets of the company,

shall be charged on and, subject to subsection (4), paid out of any property which was in his custody or under his
control at the time in priority to any security held by the person by or on whose behalf he was appointed.

(3)       Neither a receiver nor a receiver and manager of a company who vacates office under subsection (1) (a)
shall be required on or after so vacating office to take steps to comply with any duty imposed on him by section 226.

(4)      During the period for which a judicial management order is in force —

                  (a)      no resolution shall be passed or order made for the winding up of the company;

                  (b)      no receiver and manager of the kind referred to in section 227B (4) of the company shall
                           be appointed;

                  (c)      no other proceedings and no execution or other legal process shall be commenced or
                           continued and no distress may be levied against the company or its property except with
                           the consent of the judicial manager or with leave of the Court and (where the Court gives
                           leave) subject to such terms as the Court may impose; and


                                                          223
                  (d)      no steps shall be taken to enforce security over the company’s property or to repossess
                           any goods under any hire-purchase agreement, chattels leasing agreement or retention of
                           title agreement except with the consent of the judicial manager or with leave of the Court
                           and (where the Court gives leave) subject to such terms as the Court may impose.



                                    Notification of judicial management order.

227E.(1) Every invoice, order for goods or business letter which, at a time when a judicial management order is in
force in relation to a company, is issued by or on behalf of the company or the judicial manager, being a document
on or in which the company’s name appears, shall contain a statement that the affairs, business and property of the
company are being managed by the judicial manager.

(2)       If default is made in complying with this section, the company, the judicial manager and any officer of the
company who knowingly and wilfully authorises or permits the default shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $10,000 and also to a default penalty.



                                  Vacancy in appointment of judicial manager.

227F. If a vacancy occurs by death, resignation or otherwise in the office of a judicial manager of a company, the
Court may, on the application of the company or any creditor or creditors of the company or the Minister, by order,
fill the vacancy.



                                 General powers and duties of judicial manager.

227G.(1) On the making of a judicial management order, the judicial manager shall take into his custody or under
his control all the property to which the company is or appears to be entitled.

(2)      During the period for which a judicial management order is in force, all powers conferred and duties
imposed on the directors by this Act or by the memorandum or articles of association of the company shall be
exercised and performed by the judicial manager and not by the directors; but nothing in this subsection shall require
the judicial manager to call any meetings of the company.

(3)      The judicial manager of a company —

                  (a)      shall do all such things as may be necessary for the management of the affairs, business
                           and property of the company; and

                  (b)      shall do all such other things as the Court may by order sanction.

(4)      Without prejudice to the generality of subsection (3) (a), the powers conferred by that subsection shall
include the powers specified in the Eleventh Schedule.

(5)     The judicial manager may apply to the Court for directions in relation to any particular matter arising in
connection with the carrying out of his functions.

(6)      Nothing in this section shall be taken as authorising the judicial manager of a company to make any
payment towards discharging any debt to which the company was subject on the making of the judicial management
order unless —

                  (a)      the making of the payment is sanctioned by the Court or the payment is made in
                           pursuance of a compromise or arrangement so sanctioned; or


                                                         224
                  (b)      the payment is made towards discharging sums secured by a security or payable under a
                           hire-purchase agreement, chattels leasing agreement or retention of title agreement to
                           which section 227H (2), (5) and (6) applies.

(7)      The judicial manager of a company may, if he thinks fit, at any time summon a meeting of the company’s
creditors; and the judicial manager shall summon such a meeting if he is directed to do so by the Court.

(8)       Any alteration in the company’s memorandum or articles made by virtue of an order under subsection (3)
(b) is of the same effect as if duly made by resolution of the company, and the provisions of this Act apply to the
memorandum or articles as so altered accordingly.

(9)      An office copy of an order under subsection (3) (b) sanctioning the alteration of the company’s
memorandum of articles shall, within 14 days from the making of the order, be delivered by the judicial manager to
the Registrar.

(10)     A person dealing with the judicial manager of a company in good faith and for value shall not be concerned
to inquire whether the judicial manager is acting within his powers.



                                    Power to deal with charged property, etc.

227H.(1) The judicial manager of a company may dispose of or otherwise exercise his powers in relation to any
property of the company which is subject to a security to which this subsection applies as if the property were not
subject to the security.

(2)      Where, on application by the judicial manager of a company, the Court is satisfied that the disposal (with or
without other assets) —

                  (a)      of any property of the company subject to a security to which this subsection applies; or

                  (b)      of any goods under a hire-purchase agreement, chattels leasing agreement or retention of
                           title agreement,

would be likely to promote one or more of the purposes specified in the judicial management order, the Court may
by order authorise the judicial manager to dispose of the property as if it were not subject to the security or to
dispose of the goods as if all rights of the owner under the hire-purchase agreement, chattels leasing agreement or
retention of title agreement were vested in the company.

(3)      Subsection (1) applies to any security which, as created, was a floating charge and subsection (2) applies to
any other security.

(4)       Where any property is disposed of under subsection (1), the holder of the security shall have the same
priority in respect of any property of the company directly or indirectly representing the property disposed of as he
would have had in respect of the property subject to the security.

(5)      It shall be a condition of an order made under subsection (2) that the net proceeds of the disposal shall be
applied towards discharging the sums secured by the security or payable under the hire-purchase agreement, chattels
leasing agreement or retention of title agreement and where the net proceeds of the disposal are less than the sums
secured by the security or payable under any of those agreements, the holder of the security or the owner of the
goods, as the case may be, may prove on a winding up for any balance due to him.

(6)       Where a condition imposed in pursuance of subsection (5) relates to two or more securities, that condition
shall require the net proceeds of the disposal to be applied towards discharging the sums secured by those securities
in the order of their priorities.

(7)               (a)      An office copy of an order made under subsection (2) shall, within 14 days after the
                           making of the order, be sent by the judicial manager to the Registrar.

                                                         225
                  (b)      Seven days notice of an application by the judicial manager to the Court to dispose of
                           property subject to a security under subsection (2) shall be given to the holder of the
                           security or to the owner of the goods which are subject to any of the agreements
                           mentioned in that subsection and the holder or the owner, as the case may be, may oppose
                           the disposal of the property.

(8)      If the judicial manager, without reasonable excuse, fails to comply with subsection (7), he shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.

(9)      For the purposes of sections 227C and 227D and this section —

         “chattels leasing agreement” means an agreement for the bailment of goods which is capable of subsisting
         for more than 3 months;

         “hire-purchase agreement” means a hire-purchase agreement as defined in section 2 of the Hire-Purchase
         Act;

         “retention of title agreement” means an agreement for the sale of goods to a company, being an agreement
         —

                  (a)      which does not constitute a charge on the goods; but

                  (b)      under which, if the seller is not paid and the company is wound up, the seller will have
                           priority over all other creditors of the company as respects the goods or any property
                           representing the goods.

(10)     Nothing in this section shall be regarded as prejudicing an application to the Court under section 227R.



                                         Agency and liability for contracts.

227I.(1) The judicial manager of a company —

                  (a)      shall be deemed to be the agent of the company;

                  (b)      shall be personally liable on any contract, including any contract of employment, entered
                           into or adopted by him in the carrying out of his functions (except in so far as the contract
                           or a notice under subsection (2) otherwise provides); and

                  (c)      shall be entitled to be indemnified in respect of that liability, and to have his
                           remuneration and expenses defrayed, out of the property of the company which is in his
                           custody or under his control in priority to all other debts except those subject to a security
                           to which section 227H (2) applies.

(2)       Where a contract entered into by the company is adopted by the judicial manager, he may, by notice given
to the other party, disclaim any personal liability under that contract.

(3)      For the purpose of this section, the judicial manager is not to be taken to have adopted a contract entered
into by the company by reason of anything done or omitted to be done within 28 days after the making of the
judicial management order. (4) Nothing in this section shall —

(4)               (a)      limit the right of a judicial manager to seek an indemnity from any other person in respect
                           of contracts entered into by him that are approved by the Court; or

                  (b)      make the judicial manager personally liable for payment of rent under leases held by the
                           company at the time of his appointment.


                                                         226
                                           Vacation of office and release.

227J.(1) The judicial manager of a company may at any time be removed from office by order of the Court and
may, with leave of the Court and subject to such conditions as the Court may impose, resign his office by giving
notice of his resignation to the Court.

(2)      The judicial manager of a company shall vacate office if —

                  (a)      being an approved company auditor at the time of his appointment, he ceases to be
                           approved as such; or

                  (b)      the judicial management order is discharged.

(3)      Where at any time a person ceases to be a judicial manager of a company whether by virtue of this section
or by reason of his death —

                  (a)      any sums payable in respect of any debts or liabilities incurred while he was a judicial
                           manager under contracts entered into by him in the carrying out of his functions; and

                  (b)      any remuneration and expenses properly incurred by him,

shall be charged on and paid out of the property of the company in his custody or under his control in priority to all
other debts, except those subject to a security to which section 227H (2) applies.

(4)      Where a person ceases to be a judicial manager of a company, he shall, from such time as the Court may
determine, be released from any liability in respect of any act or omission by him in the management of the
company or otherwise in relation to his conduct as a judicial manager but nothing in this section shall relieve him of
any of the liabilities referred to in section 227Q (4).



                               Information to be given by and to judicial manager.

227K.(1) Where a judicial management order has been made, the judicial manager shall —

                  (a)      forthwith send to the Registrar a copy of the order;

                  (b)      forthwith send to the company and publish a notice of the order in the Gazette and in an
                           English and Chinese local daily newspaper; and

                  (c)      within 28 days after the making of the order, unless the Court otherwise directs, send
                           such a notice to all creditors of the company (so far as he is aware of the addresses),

and the Registrar shall enter the copy of the order in his records of the company.

(2)      A statement as to the affairs of the company shall be made out and submitted to the judicial manager in
accordance with section 227L within 21 days after receipt by the company of the notice of the judicial management
order. Any longer period allowed by the judicial manager shall not exceed two months.

(3)       If a person, without reasonable excuse, fails to comply with this section he shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.



                                          Company’s statement of affairs.


                                                          227
227L.(1) The company’s statement of affairs required by section 227K to be submitted to the judicial manager shall
show as at the date of the judicial management order —

                 (a)      the particulars of the company’s assets, debts and liabilities;

                 (b)      the names and addresses of its creditors;

                 (c)      the securities held by them respectively;

                 (d)      the dates when the securities were respectively given; and

                 (e)      such further or other information as may be prescribed.

(2)      The statement shall be submitted by, and be verified by affidavit of one or more of the persons who are, at
the date of the judicial management order, the directors and by the person who is at that date the secretary of the
company, or by such of the persons mentioned in subsection (3) as the judicial manager may require to submit and
verify the statement.

(3)     The persons referred to in subsection (2) are —

                 (a)      those who are or have been officers of the company;

                 (b)      those who have taken part in the company’s formation at any time within one year before
                          the date of the judicial management order;

                 (c)      those who are in the company’s employment, or have been in its employment, and are in
                          the judicial manager’s opinion capable of giving the information required,

and in this subsection “employment” includes employment under a contract for services.

(4)      If a person, without reasonable excuse, fails to comply with this section, he shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.

(5)      Any statement of affairs prepared under this section may be used in evidence against any person making or
concurring in making it.

(6)      A copy of the company’s statement of affairs shall forthwith be delivered by the judicial manager to the
Registrar.

(7)       Any person making the statement and affidavit shall be allowed and shall be paid by the judicial manager,
out of his receipts, such costs and expenses incurred in and about the preparation and making of the statement and
affidavit as the judicial manager may consider reasonable, subject to an appeal to the Court.



                                             Statement of proposals.

227M.(1) Where a judicial management order has been made, the judicial manager shall, within 60 days (or such
longer period as the Court may allow) after the making of the order —

                 (a)      send to the Registrar and (so far as he is aware of their addresses) to all creditors a
                          statement of his proposals for achieving one or more of the purposes mentioned in section
                          227B (1) (b) for whose achievement the order was made; and

                 (b)      lay a copy of the statement before a meeting of the company’s creditors summoned for
                          the purpose on not less than 14 days’ notice.



                                                          228
(2)     The judicial manager shall also, within 60 days (or such longer period as the Court may allow) after the
making of the order, either —

                  (a)      send a copy of the statement (so far as he is aware of their addresses) to all members of
                           the company; or

                  (b)      publish a notice in an English and Chinese local daily newspaper stating an address to
                           which members of the company should write for copies of the statement to be sent to
                           them free of charge.



                                Consideration of proposals by creditors’ meeting.

227N.(1) A meeting of creditors, summoned under section 227M, shall decide whether to approve the judicial
manager’s proposals.

(2)       At such meeting the majority in number and value of creditors, present and voting either in person or by
proxy whose claims have been accepted by the judicial manager, may approve the proposals with modifications but
shall not do so unless the judicial manager consents to each modification.

(3)      The judicial manager shall report the result of the meeting (which shall, subject to subsection (2), be
conducted in accordance with regulations) to the Court and shall give notice of that result to the Registrar and to
such other persons or bodies as the Court may approve.

(4)      If a report is given to the Court under subsection (3) that the meeting has declined to approve the judicial
manager’s proposals (with or without modifications), the Court may by order discharge the judicial management
order and make such consequential provision as it thinks fit, or adjourn the hearing conditionally or unconditionally,
or make an interim order or any other order that it thinks fit. A copy of any order of Court made under this
subsection shall be published in an English and Chinese local daily newspaper.

(5)      Where the judicial management order is discharged, the judicial manager shall forthwith send to the
Registrar a copy of the order effecting the discharge.

(6)      If the judicial manager, without reasonable excuse, fails to comply with subsection (5) he shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.



                                              Committee of creditors.

227O.(1) Where a meeting of creditors summoned under section 227M has approved the judicial manager’s
proposals (with or without modifications), the meeting may, if it thinks fit, establish a committee to exercise the
functions conferred on it under subsection (2).

(2)       If such a committee is established, the committee may require the judicial manager to attend before it and
furnish it with such information relating to the carrying out by him of his functions as it may reasonably require.



               Duty to manage company’s affairs, etc., in accordance with approved proposals.

227P.(1) Where the judicial manager’s proposals have been approved by a meeting of creditors summoned under
section 227M, then, subject to any order under section 227R, it shall be the duty of the judicial manager to manage
the affairs, business and property of the company in accordance with the proposals as from time to time revised by
him.

(2)      Where the judicial manager proposes to make substantial revisions of his proposals as so approved, he shall
—
                                                         229
                 (a)      send to all creditors of the company (so far as he is aware of their addresses) a statement
                          of his proposed revisions; and

                 (b)      lay a copy of the statement before a meeting of the company’s creditors summoned for
                          the purpose on not less than 14 days’ notice,

and shall not make the proposed revisions unless they are approved by the majority in number and value of creditors
present and voting in person or by proxy at the meeting whose claims have been accepted by the judicial manager.

(3)     The judicial manager shall also either —

                 (a)      send a copy of the statement (so far as he is aware of their addresses) to all members of
                          the company; or

                 (b)      publish a notice in an English and Chinese local daily newspaper stating an address to
                          which members of the company should write for copies of the statement to be sent to
                          them free of charge.

(4)       A meeting of creditors summoned under subsection (2) (which shall, subject to subsection (2) and this
subsection, be conducted in accordance with the regulations) may approve the proposed revisions with modifications
but shall not do so unless the judicial manager consents to each modification.

(5)       After the conclusion of a meeting summoned under subsection (2), the judicial manager shall give notice of
the result of the meeting to the Registrar or to such other persons or bodies as the Court may approve.



                           Duty to apply for discharge of judicial management order.

227Q.(1) The judicial manager of a company shall apply to the Court for the judicial management order to be
discharged if it appears to him that the purpose or each of the purposes specified in the order either has been
achieved or is incapable of achievement.

(2)     On the hearing of an application under this section, the Court may by order discharge the judicial
management order and make such consequential provision as it thinks fit, or adjourn the hearing conditionally or
unconditionally, or make an interim order or any other order it thinks fit.

(3)      Where the judicial management order is discharged, the judicial manager shall forthwith send to the
Registrar a copy of the order effecting the discharge.

(4)       Where a judicial management order has been discharged under this Part or where a person ceases to be a
judicial manager pursuant to section 227J, the judicial manager may apply to the Court for his release and the Court
may, if it thinks fit, make an order releasing him from liability in respect of any act or omission by him in the
management of the company or otherwise in relation to his conduct as judicial manager but any such release shall
not relieve him from liability for any misapplication or retention of money or property of the company or for which
he has become accountable or from any law to which he would be subject in respect of negligence, default,
misfeasance, breach of trust or breach of duty in relation to the company.



                                Protection of interests of creditors and members.

227R.(1) At any time when a judicial management order is in force, a creditor or member of the company may
apply to the Court by petition for an order under this section on the ground —

                 (a)      that the company’s affairs, business and property are being or have been managed by the
                          judicial manager in a manner which is or was unfairly prejudicial to the interests of its
                          creditors or members generally or of some part of its creditors or members (including at

                                                        230
                           least himself) or of a single creditor that represents one quarter in value of the claims
                           against the company; or

                  (b)      that any actual or proposed act or omission of the judicial manager is or would be so
                           prejudicial.

(2)      On a petition for an order under this section, the Court may make such order as it thinks fit for giving relief
in respect of the matters complained of, or adjourn the hearing conditionally or unconditionally, or make an interim
order or any other order that it thinks fit.

(3)      Subject to subsection (4), an order under this section may —

                  (a)      regulate the future management by the judicial manager of the company’s affairs,
                           business and property;

                  (b)      require the judicial manager to refrain from doing or continuing an act complained of by
                           the petitioner or to do an act which the petitioner has complained he has omitted to do;

                  (c)      require the summoning of a meeting of creditors or members for the purpose of
                           considering such matters as the Court may direct;

                  (d)      discharge the judicial management order and make such consequential provision as it
                           thinks fit.

(4)     An order under this section shall not prejudice or prevent the implementation of any composition or scheme
approved under section 210.

(5)      Where the judicial management order is discharged, the judicial manager shall forthwith send to the
Registrar a copy of the order effecting the discharge.

(6)      If the judicial manager, without reasonable excuse, fails to comply with subsection (5) he shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.



      Trade union representation on behalf of members who are creditors and employees of a company.

227S.(1) Where employees of a company are creditors, by reason that wages or salary are payable to them whether
by way of allowance or reimbursement under contracts of employment or any award or agreement regulating
conditions of employment or otherwise, and where the employees are members of a trade union that is recognised by
the company under the Industrial Relations Act, it shall be sufficient compliance by the judicial manager with
sections 227K, 227M and 227N if the notice, statement of proposals or revised proposals referred to therein are sent
to the trade union representing the employees.

(2)      A trade union to which subsection (1) applies shall be entitled to represent any such employees at a meeting
of creditors summoned under section 227M or, with leave of the Court, to petition the Court under section 227R on
their behalf or may make representations to the judicial manager on behalf of those employees in respect of —

                  (a)      any matter connected with or arising from the continuation or termination of their
                           contracts of employment under section 227I; or

                  (b)      any matter relating to any award made by the Industrial Arbitration Court under the
                           Industrial Relations Act or any collective agreement certified under that Act that affects
                           those employees.



                                Undue preference in case of judicial management.

                                                          231
227T.(1) Subject to this Act and such modifications as may be prescribed, a settlement, a conveyance or transfer of
property, a charge on property, a payment made or an obligation incurred by a company which if it had been made
or incurred by a natural person would in the event of his becoming a bankrupt be void as against the Official
Assignee under section 98, 99 or 103 of the Bankruptcy Act 1995 (read with sections 100, 101 and 102 thereof)
shall, in the event of the company being placed under judicial management, be void as against the judicial manager.

(2)      For the purposes of subsection (1), the date that corresponds with the date of the petition in bankruptcy in
the case of a natural person and the date on which a person is adjudged bankrupt is the date on which a petition for a
judicial management order is made.



                                         Delivery and seizure of property.

227U.(1) Where any of the persons mentioned in subsection (2) has in his possession or control any property,
books, papers or records to which the company appears to be entitled, the Court may require that person forthwith
(or within such period as the Court may direct) to pay, deliver, convey, surrender or transfer the property, books,
papers or records to the judicial manager.

(2)      The persons referred to in subsection (1) are —

                  (a)      a contributory or member of the company;

                  (b)      any person who has previously held office as receiver or receiver and manager of the
                           company’s property; and

                  (c)      any trustee for, or any banker, agent or officer of, the company.

(3)      Where —

                  (a)      the judicial manager seizes or disposes of any property which is not the property of the
                           company; and

                  (b)      at the time of seizure or disposal the judicial manager believes, and has reasonable
                           grounds for believing, that he is entitled (whether in pursuance of an order of the Court or
                           otherwise) to seize or dispose of that property,

the judicial manager shall not be liable to any person in respect of any loss or damage resulting from the seizure or
disposal except in so far as that loss or damage is caused by the negligence of the judicial manager and the judicial
manager shall have a lien on the property, or the proceeds of its sale, for such expenses as were incurred in
connection with the seizure or disposal.



                                    Duty to co-operate with judicial manager.

227V.(1) Each of the persons mentioned in subsection (2) shall —

                  (a)      give to the judicial manager such information concerning the company and its promotion,
                           formation, business, dealings, affairs or property as the judicial manager may at any time
                           after the date of the judicial management order reasonably require; and

                  (b)      attend on the judicial manager at such times as the judicial manager may reasonably
                           require.

(2)      The persons referred to in subsection (1) are —

                  (a)      those who are or have at any time been officers of the company;

                                                           232
                  (b)      those who have taken part in the formation of the company at any time within one year
                           before the date of the judicial management order; and

                  (c)      those who are in the employment of the company, or have been in its employment, and
                           are, in the judicial manager’s opinion, capable of giving information which he requires.

(3)      If a person, without reasonable excuse, fails to comply with any obligation imposed by this section, he shall
be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default
penalty.



                                       Inquiry into company’s dealings, etc.

227W.(1) The Court may, on the application of the judicial manager, summon to appear before it —

                  (a)      any officer of the company;

                  (b)      any person known or suspected to have in his possession any property of the company or
                           supposed to be indebted to the company; or

                  (c)      any person whom the Court thinks capable of giving information concerning the
                           promotion, formation, business, dealings, affairs or property of the company,

and the Court may require any such person as is mentioned in paragraphs (a) to (c) to submit an affidavit to the
Court containing an account of his dealings with the company or to produce any books, papers or other records in
his possession or under his control relating to the company or the matters mentioned in paragraph (c).

(2)      In a case where a person, without reasonable excuse, fails to appear before the Court when he is summoned
to do so under this section or there are reasonable grounds for believing that a person has absconded, or is about to
abscond, with a view to avoiding his appearance before the Court under this section, the Court may, for the purpose
of bringing that person and anything in his possession before the Court, cause a warrant to be issued to a police
officer —

                  (a)      for the arrest of that person; and

                  (b)      for the seizure of any books, papers, records, money or goods in that person’s possession,

and may authorise a person arrested under such a warrant to be kept in custody, and anything seized under such a
warrant to be held until that person is brought before the Court under the warrant or until such other time as the
Court may order.

(3)       Any person who appears or is brought before the Court under this section may be examined on oath, either
orally or by interrogatories, concerning the company or the matters mentioned in subsection (1) (c).

(4)      If it appears to the Court, on consideration of any evidence obtained under this section, that any person has
in his possession any property of the company, the Court may, on the application of the judicial manager, order that
person to deliver the whole or any part of the property to the judicial manager at such time, in such manner and on
such terms as the Court thinks fit.

(5)      If it appears to the Court, on consideration of any evidence obtained under this section, that any person is
indebted to the company, the Court may, on the application of the judicial manager, after examining that person on
the matter, order that person to pay to the judicial manager, at such time and in such manner as the Court may direct,
the whole or any part of the amount due, whether in full discharge of the debt or otherwise, as the Court thinks fit.

(6)     The Court may, if it thinks fit, order that any person, who if within Singapore would be summoned to
appear before it under this section, to be examined in a place outside Singapore.


                                                          233
       Application of certain provisions in Parts VII and X to a company under judicial management.

227X. At any time when a judicial management order is in force in relation to a company under judicial
management —

                  (a)      section 210 shall apply as if for subsections (1) and (3) thereof there were substituted the
                           following:

                           (1)      Where a compromise or arrangement is proposed between a company and its
                                    creditors, the Court may on the application of the judicial manager order a
                                    meeting of creditors to be summoned in such manner as the Court directs.

                           (3)      If three-fourths in value of the creditors present and voting either in person or by
                                    proxy at the meeting agree to any compromise or arrangement, the compromise
                                    or arrangement, if approved by the Court, is binding on all the creditors and on
                                    the judicial manager; and

                  (b)      sections 337, 340, 341 and 342 shall apply as if the company under judicial management
                           were a company being wound up and the judicial manager were the liquidator, but this
                           shall be without prejudice to the power of the Court to order that any other section in Part
                           X shall apply to a company under judicial management as if it applied in a winding up by
                           the Court and any reference to the liquidator shall be taken as a reference to the judicial
                           manager and any reference to a contributory as a reference to a member of the company.



                                          PART IX - INVESTIGATIONS



                                              Application of this Part.

228.     This Part does not authorise any investigation into the insurance business of a company or into the business
of a banking corporation, unless specifically provided for in this Part.



                                                    Interpretation.

229.     In this Part, unless the contrary intention appears —

         “company” includes a foreign company which is a declared company;

         “declared company” means a company or foreign company which the Minister has by order declared to be
         a company to which this Part applies;

         “officer or agent” , in relation to a corporation, includes —

                  (a)      a director, banker, solicitor or auditor of the corporation;

                  (b)      a person who at any time —

                           (i)      has been a person referred to in paragraph (a); or

                           (ii)     has been otherwise employed or appointed by the corporation:

                  (c)      a person who —


                                                          234
                           (i)         has in his possession any property of the corporation;

                           (ii)        is indebted to the corporation; or

                           (iii)       is capable of giving information concerning the promotion, formation, trading,
                                       dealings, affairs or property of the corporation; and

                  (d)      where there are reasonable grounds for suspecting or believing that a person is a person
                           referred to in paragraph (c) — that person.



                                    Power to declare company or foreign company.

230.      The Minister may by order declare that a company or foreign company is a company to which this Part
applies if he is satisfied —

                  (a)      that a prima facie case has been established that, for the protection of the public, the
                           holders of interests to which Division 6 of Part IV applies or the shareholders or creditors
                           of the company or foreign company, it is desirable that the affairs of the company or
                           foreign company should be investigated under this Part;

                  (b)      that it is in the public interest that allegations of fraud, misfeasance or other misconduct
                           by persons who are or have been concerned with the formation or management of the
                           company or foreign company should be investigated under this Part;

                  (c)      that for any other reason it is in the public interest that the affairs of the company or
                           foreign company should be investigated under this Part; or

                  (d)      in the case of a foreign company, that the appropriate authority of another country has
                           requested that a declaration be made pursuant to this section in respect of the company.



                                   Appointment of inspectors for declared companies.

231.(1) Where a company or foreign company has been declared to be a company to which this Part applies, the
Minister shall appoint one or more inspectors to investigate the affairs of that company, and to report his opinion
thereon to the Minister.

(2)       An inspector appointed under subsection (1) may, at any time in the course of his investigation, without the
necessity of making an interim report, inform the Minister of matters coming to his knowledge as a result of the
investigation which tend to show that an offence has been committed; and the Minister may thereafter take such
steps as he may consider fit.

(3)      The expenses of and incidental to an investigation of a declared company shall be defrayed in the first
instance out of moneys provided by Parliament.

(4)      Where the Minister is of the opinion that the whole or any part of the expenses of and incidental to the
investigation should be paid by the company or by any person who is convicted on a prosecution brought under
section 233 (3) or who is ordered to pay damages or restore property in proceedings under section 233 (4) the
Minister may by notification in the Gazette direct that the expenses be so paid.

(5)     A notification under subsection (4) may specify the time or times and the manner in which the payment of
the expenses shall be made.

(6)       Where a notification has been published by the Minister under subsection (5) the persons named in the
notification to the extent therein specified shall be liable to reimburse the Minister in respect of such expenses.

                                                            235
(7)    Action to recover any such expenses may be taken in the name of the Government in any court of
competent jurisdiction.

(8)      Where a notification under subsection (4) has been published for the payment of the whole or part of the
expenses by a company and the company is in liquidation or subsequently goes into liquidation the expenses so
ordered to be paid by the company shall be deemed to be part of the costs and expenses of the winding up for the
purposes of section 328 (1) (a).

(9)      The report of the inspector may if he thinks fit, and shall, if the Minister so directs, include a
recommendation as to the terms of the notification which he thinks proper in the light of his investigation to be
given by the Minister under subsection (4).



                    Investigation of affairs of company by inspectors at direction of Minister.

232.(1) The Minister may appoint one or more inspectors to investigate the affairs of a company or such aspects of
the affairs of a company as are specified in the instrument of appointment and to report thereon in such manner as
the Minister directs —

                  (a)      in the case of a company having a share capital, on the application of —

                           (i)       not less than 200 members or of members holding not less than 10% of the
                                     shares issued; or

                           (ii)      holders of debentures holding not less than 20% in nominal value of debentures
                                     issued;

                  (b)      in the case of a company not having a share capital, on the application of not less than
                           20% in number of the persons on the company’s register of members; or

                  (c)      in any case on the application of a company in pursuance of a special resolution.

(2)       An application under this section shall be supported by such evidence as the Minister requires as to the
reasons for the application and the motives of the applicants in requiring the investigation, and the Minister may
before appointing an inspector require the applicants to give security for such amount as he thinks fit for payment of
the cost of the investigation.



                                             As to reports of inspectors.

233.(1) An inspector appointed by the Minister may, and if so directed by the Minister shall, make interim reports
to the Minister and on the conclusion of the investigation the inspector shall report his opinion on or in relation to
the affairs that he has been appointed to investigate together with the facts upon which his opinion is based to the
Minister, and a copy of the report shall, subject to subsection (1B), be forwarded by the Minister to the registered
office of the company, and a further copy shall, subject to that subsection (1B), at the request of the applicants be
delivered to them.

(1A)     Subject to subsections (1B) and (1C), the Minister shall give a copy of a report made under this Part to each
person to whom in the opinion of the Minister the report ought to be given by reason that it relates to the affairs of
that person to a material extent.

(1B)      The Minister is not bound to furnish a company, an applicant or any other person with a copy of the report
or any part thereof if he is of the opinion that there is good reason for not divulging the contents of the report or any
part thereof.



                                                          236
(1C)    Subject to subsection (1D), the Minister shall not give a copy of a report made under this Part to a person
under subsection (1A) if he believes that legal proceedings that have been or, in his opinion, might be instituted,
might be unduly prejudiced by giving the report to that person.

(1D)     A court before which legal proceedings are brought against a person for or in respect of matters dealt with
in a report under this Part may order that a copy of the report or part thereof shall be given to that person.

(2)      The Minister may, if he is of the opinion that it is necessary in the public interest to do so, cause the report
to be printed and published but shall refrain from so doing if the Attorney-General has certified in writing that
publication of the report would be prejudicial to the administration of justice.

(3)      If from any reports of an inspector appointed by the Minister it appears to the Minister that the case is one
in which a prosecution ought to be instituted he shall cause a prosecution to be instituted accordingly and all officers
and agents of the company (other than the defendant in the proceedings) shall on being required by the Minister to
do so give all assistance in connection with the prosecution which they are reasonably able to give.

(4)      If from any report of an inspector appointed by the Minister it appears to the Minister that proceedings
ought in the public interest to be brought by any company, dealt with by the report, for the recovery of damages in
respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation of that
company or in the management of its affairs or for the recovery of any property of the company which has been
misapplied or wrongfully retained he may himself bring proceedings for that purpose in the name of the company.



234.     [Repealed].



                                   Investigation of affairs of related corporation.

235.     Where an inspector thinks it necessary for the purposes of the investigation of the affairs of a company to
investigate the affairs of a corporation which is or has at any relevant time been a corporation deemed to be related
by virtue of section 6 to the company, he may, with the consent in writing of the Minister, investigate the affairs of
that corporation.



                                        Procedure and powers of inspector.

236.(1) If an inspector appointed to investigate the affairs of a company thinks it necessary for the purposes of the
investigation to investigate also the affairs of any other corporation which is or has at any relevant time been deemed
to be or to have been related to that company by virtue of section 6, he shall have power to do so, and he shall report
on the affairs of the other corporation so far as he thinks the results of the investigation thereof are relevant to the
investigation of the affairs of the company.

(2)       Every officer and agent of a corporation the affairs of which are being investigated under this Part shall, if
required by an inspector appointed under this Part, produce to the inspector all books and documents in his custody
or power and shall give to the inspector all assistance in connection with the investigation which he is reasonably
able to give.

(3)       An inspector may, by notice in the prescribed form, require any officer or agent of any corporation whose
affairs are being investigated pursuant to this Part to appear for examination on oath or affirmation (which he is
hereby authorised to administer) in relation to its business; and the notice may require the production of all books
and documents in the custody or under the control of that officer or agent.

(4)      An inspector who, pursuant to this section, requires the production of all books and documents in the
custody or power or under the control of an officer or agent of any corporation whose affairs are being investigated
under or pursuant to this Part —

                                                          237
                  (a)      may take possession of all such books and documents;

                  (b)      may retain all such books and documents for such time as he considers to be necessary
                           for the purpose of the investigation; and

                  (c)      shall permit such corporation to have access at all reasonable times to all such books and
                           documents so long as they are in his possession.

(4A)     If an inspector has reasonable grounds for believing that a director or past director of the company or of a
corporation which is or has at any time been deemed to be or to have been related to that company by virtue of
section 6 whose affairs the inspector is investigating maintains or has maintained a bank account of any description,
whether alone or jointly with another person and whether in Singapore or elsewhere, into or out of which there has
been paid any money which has been in any way connected with any act or omission or series of acts or omissions,
which on the part of that director constituted misconduct (whether fraudulent or not towards that company or that
related company or its members) an inspector may require the director to produce to him all documents in the
director’s possession or under his control relating to that bank account.

(5)       If any officer or agent of any corporation, the affairs of which are being investigated pursuant to this Part,
fails to comply with the requirements of any notice issued under subsection (3) or fails or refuses to answer any
question which is put to him by an inspector with respect to the affairs of the corporation or that officer or agent is a
director or past director to whom subsection (4A) applies, if he fails to comply with a requirement of an inspector
under that subsection, the inspector may certify the failure or refusal under his hand to the Court, which may
thereupon inquire into the case and, after hearing any witnesses against or on behalf of the alleged offender and any
statement offered in defence, punish the offender in like manner as if he had been guilty of contempt of the Court.

(6)      No person, who is or has formerly been an officer or agent of a corporation the affairs of which are being
investigated under this Part, shall be entitled to refuse to answer any question which is relevant or material to the
investigation on the ground that his answer might tend to incriminate him but if he claims that the answer to any
question might incriminate him and but for this subsection he would have been entitled to refuse to answer the
question, the answer to the question shall not be used in any subsequent criminal proceedings except in the case of a
charge against him for making a false statement in answer to that question.

(7)     Subject to subsection (6), any person shall be entitled to refuse to answer a question on the ground that the
answer might tend to incriminate him.

(8)      An inspector may cause notes of any examination under this Part to be recorded and reduced to writing and
to be read to or by and signed by the person examined and any such signed notes may except in the case of any
answer which that person would not have been required to give but for subsection (6) thereafter be used in evidence
in any legal proceedings against that person.



                                             As to costs of investigations.

237.(1) The expenses of and incidental to an investigation by an inspector appointed pursuant to sections 232 and
243 (including the costs of any proceedings brought by the Minister in the name of the company), shall be paid by
the company investigated or if the Minister so directs by the applicants or in part by the company and in part by the
applicants.

(2)      Notwithstanding subsection (1) —

                  (a)      if the company fails to pay the whole or any part of the sum which it is so liable to pay,
                           the applicants shall make good the deficiency up to the amount by which the security
                           given by them under this Part exceeds the amount, if any, which they have under
                           subsection (1) been directed by the Minister to pay; and

                  (b)      any balance of the expenses not paid either by the company or the applicants shall be paid
                           out of moneys provided by Parliament.

                                                          238
                                    Report of inspector to be admissible in evidence.

238.     A copy of the report of any inspector appointed under this Part, certified as correct by the Minister, shall be
admissible in any legal proceedings as evidence of the opinion of the inspector and of the facts upon which his
opinion is based in relation to any matter contained in the report.



                                 Powers of inspector in relation to a declared company.

239.(1) An inspector of a declared company may employ such persons as he considers necessary and in writing
authorise any such person to do anything he could himself do, except to examine on oath or affirmation.

(2)      Any officer or agent of a corporation who —

                  (a)      refuses or fails to produce any book or document to any person who produces a written
                           authority of an inspector given pursuant to subsection (1); or

                  (b)      refuses or fails to answer any question lawfully put to him by any such person,

shall be liable to be dealt with in the same manner as is provided in section 236 (5) for refusing or failing to comply
with the request of an inspector.



                          Suspension of actions and proceedings by declared company.

240.(1) On and after the appointment of an inspector in respect of any declared company until the expiration of 3
months after the inspector has presented his final report to the Minister, no action or proceeding shall without the
consent of the Minister (which may be given generally or in a particular case and which may be given subject to
such conditions and limitations as he thinks fit) be commenced or proceeded with in any Court —

                  (a)      by the company upon or in respect of any contract, bill of exchange or promissory note;
                           or

                  (b)      by the holder or any other person in respect of any bill of exchange or promissory note
                           made, drawn or accepted by or issued, transferred, negotiated or endorsed by or to the
                           company unless the holder or other person —

                           (i)         at the time of the negotiation, transfer, issue, endorsement or delivery thereof to
                                       him gave therefor adequate pecuniary consideration; and

                           (ii)        was not at the time of the negotiation, transfer, issue, endorsement or delivery
                                       thereof to him or at any time within 3 years before that time a member, officer,
                                       agent or employee of the company or the wife or husband of any member,
                                       officer, agent or employee of the company.

(2)      Any action or proceeding which is commenced or proceeded with in contravention of this section shall be
void and of no effect.



                                                Winding up of company.

241.(1) An application to the Court —


                                                            239
                  (a)       in the case of a company, for the winding up of the company; or

                  (b)       in the case of a foreign company, for the winding up so far as the assets of the company
                            in Singapore are concerned of the affairs of the company,

may be made on petition of the Minister at any time after a report has been made in respect of a declared company
by an inspector whereupon the provisions of this Act shall with such adaptations as are necessary, apply as if —

                  (c)       in the case of a company, a winding up petition had been duly presented to the Court by
                            the company; and

                  (d)       in the case of a foreign company, a petition for an order for the affairs of the company so
                            far as assets in Singapore are concerned to be wound up in Singapore had been duly
                            presented to the Court by a creditor or contributory of the company upon the liquidation
                            of the company in the place in which it is incorporated.

(2)       Where, in the case of a foreign company, on any petition under subsection (1) an order is made for the
affairs of the company so far as assets in Singapore are concerned to be wound up in Singapore the company shall
not carry on business or establish or keep a place of business in Singapore.



                                                       Penalties.

242.(1) Any person who, with intent to defeat the purposes of this Part or to delay or obstruct the carrying out of an
investigation under this Part —

                  (a)       destroys, conceals or alters any book, document or record of or relating to a declared
                            company; or

                  (b)       sends or attempts to send or conspires with any other person to send out of Singapore any
                            such book, document or record or any property of any description belonging to or in the
                            disposition or under the control of such a company,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for
a term not exceeding 2 years.

(2)      If in any prosecution for an offence under this section it is proved that the person charged with the offence
—

                  (a)       has destroyed, concealed or altered any book, document or record of or relating to the
                            company; or

                  (b)       has sent or attempted to send or conspired to send out of Singapore any book, document
                            or record or any property of any description belonging to or in the disposition or under
                            the control of the company,

the onus of proving that in so doing he had not acted with intent to defeat the purposes of this Part or to delay or
obstruct the carrying out of an investigation under this Part shall lie on him.



                  Appointment and powers of inspectors to investigate ownership of company.

243.(1) Where it appears to the Minister that there is good reason to do so, he may appoint one or more inspectors
to investigate and report on the membership of any corporation, whether or not it is a declared company, and
otherwise with respect to the corporation for the purpose of determining the true persons who are or have been
financially interested in the success or failure, real or apparent, of the corporation or able to control or materially to
influence the policy of the corporation.
                                                            240
(2)      The appointment of an inspector under this section may define the scope of his investigation, whether as
respects the matters or the period to which it is to extend or otherwise, and in particular may limit the investigation
to matters connected with particular shares or debentures.

(3)      Where an application for an investigation under this section with respect to particular shares or debentures
of a corporation is made to the Minister by members of the corporation, and the number of applicants or the amount
of the shares held by them is not less than that required for an application for the appointment of an inspector under
section 232, the Minister shall appoint an inspector to conduct the investigation unless he is satisfied that the
application is vexatious, and the inspector’s appointment shall not exclude from the scope of his investigation any
matter which the application seeks to have included therein, except in so far as the Minister is satisfied that it is
unreasonable for that matter to be investigated.

(4)     Subject to the terms of an inspector’s appointment, his powers shall extend to the investigation of any
circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or
was observed or likely to be observed in practice and which is relevant to the purposes of his investigation.

(5)      For the purposes of any investigation under this section, the provisions of this Part with respect to the
investigation of declared companies shall apply with the necessary modifications of references to the affairs of the
corporation or to those of any other corporation, but so that —

                  (a)       this Part shall apply in relation to all persons who are or have been, or whom the
                            inspector has reasonable cause to believe to be or to have been financially interested in
                            the success or failure or the apparent success or failure of the corporation or any other
                            corporation the membership of which is investigated with that of the corporation, or able
                            to control or materially to influence the policy thereof, including persons concerned only
                            on behalf of others, as they apply in relation to officers and agents of the corporation or
                            of the other corporation, as the case may be; and

                  (b)       the Minister shall not be bound to furnish the corporation or any other person with a copy
                            of any report by an inspector appointed under this section or with a complete copy
                            thereof if he is of opinion that there is good reason for not divulging the contents of the
                            report or of parts thereof, but may, if he thinks fit, cause to be kept by the Registrar a
                            copy of the report or, as the case may be, the parts of the report, as respects which he is
                            not of that opinion.



                 Power to require information as to persons interested in shares or debentures.

244.(1) Where it appears to the Minister that there is good reason to investigate the ownership of any shares in or
debentures of a corporation and that it is unnecessary to appoint an inspector for the purpose, he may require any
person whom he has reasonable cause to believe to have or to be able to obtain any information as to the present and
past interests in those shares or debentures and the names and addresses of the persons interested and of any persons
who act or have acted on their behalf in relation to the shares or debentures.

(2)      For the purposes of this section, a person shall be deemed to have an interest in a share or debenture if he
has any right to acquire or dispose of the share or debenture or any interest therein or to vote in respect thereof, or if
his consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons
interested therein can be required or are accustomed to exercise their rights in accordance with his instructions.

(3)       Any person who fails to give any information required of him under this section, or who in giving any such
information makes any statement which he knows to be false in a material particular, or recklessly makes any
statement which is false in a material particular, shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.

(4)       This section shall apply to a banking corporation but nothing therein shall, subject to the provisions of the
Banking Act, require disclosure by a banking corporation to the Minister of any information as to the affairs of any
of its customers other than the corporation of which it is the banker.

                                                           241
(5)      The Minister may by notification in the Gazette delegate his powers under this section either generally or in
any particular case to a committee of a stock exchange that has been approved by him under any written law relating
to the securities industry or to any body, panel or committee that has been established to advise him on matters
connected with the securities industry.

(6)       A committee of a stock exchange or any body, panel or committee referred to in subsection (5) in the
discharge of its powers under that subsection shall keep the Minister informed of any information obtained under
this section.

(7)     Notwithstanding any delegation of his powers under this section, the Minister may exercise any of the
powers conferred upon him under this section.



                              Power to impose restrictions on shares or debentures.

245.(1) Where in connection with an investigation under section 243 or 244 it appears to the Minister that there is
difficulty in finding out the relevant facts about any shares, whether issued or to be issued, the Minister may by
order published in the Gazette direct that the shares are until further order subject to the following restrictions:

                  (a)      that any transfer of those shares or any exercise of the right to acquire or dispose of those
                           shares or in the case of unissued shares any transfer of the right to be issued therewith
                           and any issue thereof, shall be void;

                  (b)      that no voting rights shall be exercisable in respect of those shares;

                  (c)      that no further shares shall be issued in right of those shares or in pursuance of any offer
                           made to the holder thereof; and

                  (d)      that, except in a liquidation, no payment shall be made of any sums due from the
                           company on those shares, whether in respect of capital or otherwise.

(2)      Any order of the Minister directing that shares shall cease to be subject to the restrictions referred to in
subsection (1) which is expressed to be made with a view to permitting a transfer of those shares may continue the
application of subsection (1) (c) and (d), in relation to those shares, either in whole or in part, so far as those
paragraphs relate to any right acquired or offer made before the transfer.

(3)   Where any shares are for the time being subject to any restrictions referred to in subsection (1), any person
who —

                  (a)      having knowledge that the shares are subject to any such restrictions, exercises or
                           purports to exercise any right to dispose of those shares, or of any right to be issued with
                           the shares;

                  (b)      votes in respect of those shares, whether as holder or proxy, or appoints a proxy to vote in
                           respect thereof; or

                  (c)      being the holder of any of those shares, fails to notify the fact of their being subject to
                           those restrictions to any person whom he does not know to be aware of that fact but does
                           know to be entitled, apart from those restrictions, to vote in respect of those shares
                           whether as holder or proxy,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a
term not exceeding 12 months or to both.

(4)      Where shares in any company are issued in contravention of the restrictions imposed pursuant to subsection
(1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.

                                                          242
(5)      A prosecution shall not be instituted under this section except with the consent of the Public Prosecutor.

(6)      This section shall apply in relation to debentures as it applies in relation to shares.



                                         Inspectors appointed in other countries.

246.     Where —

                  (a)       under a corresponding law of another country an inspector has been appointed to
                            investigate the affairs of a corporation; and

                  (b)       the Minister is of the opinion that, in connection with that investigation, it is expedient
                            that an investigation be made in Singapore,

the Minister may by notice declare that the inspector so appointed shall have the same powers and duties in
Singapore in relation to the investigation as if the corporation were a declared company and the inspector had been
appointed under section 231 and thereupon the inspector shall have those powers and duties.



                                                PART X - WINDING UP

                                                Division 1 — Preliminary



                                                  Modes of winding up.

247.     The winding up of a company may be either —

                  (a)       by the Court; or

                  (b)       voluntary.



                                               Application of this Division.

248.     Unless inconsistent with the context or subject-matter, the provisions of this Act with respect to winding up
shall apply to the winding up of a company in either of those modes.



                                     Government bound by certain provisions.

249.     The provisions of this Part relating to the remedies against the property of a company, the priorities of debts
and the effect of an arrangement with creditors shall bind the Government.



                             Liability as contributories of present and past members.

250.(1) On a company being wound up, every present and past member shall be liable to contribute to the assets of
the company to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of
the winding up and for the adjustments of the rights of the contributories among themselves, subject to subsection
(2) and the following qualifications:

                                                           243
                  (a)      a past member shall not be liable to contribute if he has ceased to be a member for one
                           year or more before the commencement of the winding up;

                  (b)      a past member shall not be liable to contribute in respect of any debt or liability of the
                           company contracted after he ceased to be a member;

                  (c)      a past member shall not be liable to contribute unless it appears to the Court that the
                           existing members are unable to satisfy the contributions required to be made by them in
                           pursuance of this Act;

                  (d)      in the case of a company limited by shares, no contribution shall be required from any
                           member exceeding the amount, if any, unpaid on the shares in respect of which he is
                           liable as a present or past member;

                  (e)      in the case of a company limited by guarantee, no contribution shall, subject to subsection
                           (4), be required from any member exceeding the amount undertaken to be contributed by
                           him to the assets of the company in the event of its being wound up;

                  (f)      nothing in this Act shall invalidate any provision contained in any policy of insurance or
                           other contract whereby the liability of individual members on the policy or contract is
                           restricted or whereby the funds of the company are alone made liable in respect of the
                           policy or contract;

                  (g)      a sum due to any member in his character of a member by way of dividends, profits or
                           otherwise shall not be a debt of the company payable to that member in a case of
                           competition between himself and any other creditor not a member, but any such sum may
                           be taken into account for the purpose of the final adjustment of the rights of the
                           contributories among themselves.

Unlimited liability of directors.

(2)       In the winding up of a limited company any director, whether past or present, whose liability is unlimited
shall in addition to his liability, if any, to contribute as an ordinary member be liable to make a further contribution
as if he were, at the commencement of the winding up, a member of an unlimited company.

(3)      Notwithstanding anything in subsection (2) —

                  (a)      a past director shall not be liable to make a further contribution if he has ceased to hold
                           office for a year or more before the commencement of the winding up;

                  (b)      a past director shall not be liable to make a further contribution in respect of any debt or
                           liability of the company contracted after he ceased to hold office; and

                  (c)      subject to the articles of the company, a director shall not be liable to make a further
                           contribution unless the Court considers it necessary to require that contribution in order
                           to satisfy the debts and liabilities of the company and the costs, charges and expenses of
                           the winding up.

(4)      On the winding up of a company limited by guarantee every member shall be liable, in addition to the
amount undertaken to be contributed by him to the assets of the company in the event of its being wound up, to
contribute to the extent of any sums unpaid on any shares held by him.



                                         Nature of liability of contributory.

251.  The liability of a contributory shall create a debt accruing due from him at the time when his liability
commenced but payable at the times when calls are made for enforcing the liability.

                                                          244
                                     Contributories in case of death of member.

252.(1) If a contributory dies, either before or after he has been placed on the list of contributories, his personal
representatives shall be liable in due course of administration to contribute to the assets of the company in discharge
of his liability and shall be contributories accordingly, and if they make default in paying any money ordered to be
paid by them proceedings may be taken for administering the estate of the deceased contributory and for compelling
payment thereout of the money due.

Contributories in case of bankruptcy of member.

(2)      If a contributory becomes bankrupt or assigns his estate for the benefit of his creditors, either before or after
he has been placed on the list of contributories —

                  (a)       his trustee shall represent him for all the purposes of the winding up and shall be a
                            contributory accordingly; and

                  (b)       there may be proved against his estate the estimated value of his liability to future calls as
                            well as calls already made.



                                          Division 2 — Winding up by Court

                                                 Subdivision (1) — General



                                                 Application for winding up

253.(1) A company, whether or not it is being wound up voluntarily, may be wound up under an order of the Court
on the petition —

                  (a)       of the company;

                  (b)       of any creditor, including a contingent or prospective creditor, of the company;

                  (c)       of a contributory or any person who is the personal representative of a deceased
                            contributory or the Official Assignee of the estate of a bankrupt contributory;

                  (d)       of the liquidator;

                  (e)       of the Minister pursuant to section 241 or on the ground specified in section 254 (1) (d)
                            or (l);

                  (f)       of the judicial manager appointed pursuant to Part VIIIA;

                  (g)       in the case of a company which is carrying on or has carried on banking business, of the
                            Minister charged with the responsibility for finance; or

                  (h)       of the Minister on the ground specified in section 254 (1) (m),

or of any two or more of those parties.

(2)      Notwithstanding anything in subsection (1) —



                                                            245
                (a)     a person referred to in subsection (1) (c) may not present a petition on any of the grounds
                        specified in section 254 (1) (a), (b), (c), (e) or (i), unless —

                        (i)      the number of members of the company, not being a company the whole of the
                                 issued shares of which are held by a holding company, is reduced below two; or

                        (ii)     the shares in respect of which the contributory was a contributory or some of
                                 them were originally allotted to the contributory, or have been held by him and
                                 registered in his name for at least 6 months during the 18 months before the
                                 presentation of the petition or have devolved on him through the death or
                                 bankruptcy of a former holder;

                (b)     a petition shall not, if the ground of the petition is default in lodging the statutory report
                        or in holding the statutory meeting, be presented by any person except a contributory or
                        the Minister nor before the expiration of 14 days after the last day on which the meeting
                        ought to have been held;

                (c)     the Court shall not hear the petition if presented by a contingent or prospective creditor
                        until such security for costs has been given as the Court thinks reasonable and a prima
                        facie case for winding up has been established to the satisfaction of the Court; and

                (d)     the Court shall not, where a company is being wound up voluntarily, make a winding up
                        order unless it is satisfied that the voluntary winding up cannot be continued with due
                        regard to the interests of the creditors or contributories.



                       Circumstances in which company may be wound up by Court.

254.(1) The Court may order the winding up if —

                (a)     the company has by special resolution resolved that it be wound up by the Court;

                (b)     default is made by the company in lodging the statutory report or in holding the statutory
                        meeting;

                (c)     the company does not commence business within a year from its incorporation or
                        suspends its business for a whole year;

                (d)     the number of members is reduced, in the case of a company other than a company the
                        whole of the issued shares in which are held by a holding company, below two;

                (e)     the company is unable to pay its debts;

                (f)     the directors have acted in the affairs of the company in their own interests rather than in
                        the interests of the members as a whole, or in any other manner whatever which appears
                        to be unfair or unjust to other members;

                (g)     an inspector appointed under Part IX has reported that he is of opinion —

                        (i)      that the company cannot pay its debts and should be wound up; or

                        (ii)     that it is in the interests of the public or of the shareholders or of the creditors
                                 that the company should be wound up;

                (h)     when the period, if any, fixed for the duration of the company by the memorandum or
                        articles expires or the event, if any, happens on the occurrence of which the memorandum
                        or articles provide that the company is to be dissolved;

                                                      246
                  (i)       the Court is of opinion that it is just and equitable that the company be wound up;

                  (j)       the company has held a licence under any written law relating to banking, and that
                            licence has been revoked or has expired and has not been renewed;

                  (k)       the company has carried on banking business in Singapore in contravention of the
                            provisions of any written law relating to banking;

                  (l)       the company has carried on multi-level marketing or pyramid selling in contravention of
                            any written law that prohibits multi-level marketing or pyramid selling; or #

                  (m)       the company is being used for an unlawful purpose or for purposes prejudicial to public
                            peace, welfare or good order in Singapore or against national security or interest.

Definition of inability to pay debts.

(2)      A company shall be deemed to be unable to pay its debts if —

                  (a)       a creditor by assignment or otherwise to whom the company is indebted in a sum
                            exceeding $10,000 then due has served on the company by leaving at the registered office
                            a demand under his hand or under the hand of his agent thereunto lawfully authorised
                            requiring the company to pay the sum so due, and the company has for 3 weeks thereafter
                            neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of
                            the creditor;

                  (b)       execution or other process issued on a judgment, decree or order of any court in favour of
                            a creditor of the company is returned unsatisfied in whole or in part; or

                  (c)       it is proved to the satisfaction of the Court that the company is unable to pay its debts;
                            and in determining whether a company is unable to pay its debts the Court shall take into
                            account the contingent and prospective liabilities of the company.

(3)      For the purpose of subsection (1) (m), a certificate issued by the Minister charged with the responsibility
for internal security stating that he is satisfied that the company referred to in the certificate is being used for
purposes against national security or interest shall be conclusive evidence that the company is being used for such
purposes.

(4)       Upon the presentation of a petition by the Minister under section 253 (1) (h) for the winding up of a
company under subsection (1) (m) on the ground that it is being used for purposes against national security or
interest, the Court, upon the application of the Minister, may, pending the hearing of the petition or the making of a
winding up order, make —

                  (a)       an order restraining the company or its directors, manager, officers or employees from
                            doing any act or from carrying out any activity as may be specified in the order; and

                  (b)       such other interim orders as the Court thinks fit.

(5)     Any person who acts in contravention of an order made by the Court under subsection (4) shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years or to both.



                                           Commencement of winding up.

255.(1) Where before the presentation of the petition a resolution has been passed by the company for voluntary
winding up, the winding up of the company shall be deemed to have commenced at the time of the passing of the
resolution, and, unless the Court on proof of fraud or mistake thinks fit otherwise to direct, all proceedings taken in
the voluntary winding up shall be deemed to have been validly taken.
                                                         247
(2)       In any other case the winding up shall be deemed to have commenced at the time of the presentation of the
petition for the winding up.



                                         Payment of preliminary costs, etc.

256.(1) The persons, other than the company itself or the liquidator thereof, on whose petition any winding up
order is made, shall at their own cost prosecute all proceedings in the winding up until a liquidator has been
appointed under this Part.

(2)    The liquidator shall, unless the Court orders otherwise, reimburse the petitioner out of the assets of the
company the taxed costs incurred by the petitioner in any such proceedings.

(3)       Where the company has no assets or has insufficient assets, and in the opinion of the Minister any fraud has
been committed by any person in the promotion or formation of the company or by any officer of the company in
relation to the company since the formation thereof, the taxed costs or so much of them as is not so reimbursed may,
with the approval in writing of the Minister, to an extent specified by the Minister but not in any case exceeding
$3,000, be reimbursed to the petitioner out of moneys provided by Parliament for the purpose.

As to costs when order made on petition of company or liquidator.

(4)       Where any winding up order is made upon the petition of the company or the liquidator thereof, the costs
incurred shall, subject to any order of the Court, be paid out of assets of the company in like manner as if they were
the costs of any other petitioner.



                                        Powers of Court on hearing petition.

257.(1) On hearing a winding up petition, the Court may dismiss it with or without costs or adjourn the hearing
conditionally or unconditionally or make any interim or other order that it thinks fit, but the Court shall not refuse to
make a winding up order on the ground only that the assets of the company have been mortgaged to an amount equal
to or in excess of those assets or that the company has no assets or in the case of a petition by a contributory that
there will be no assets available for distribution amongst the contributories.

(2)    The Court may on the petition coming on for hearing or at any time on the application of the petitioner, the
company, or any person who has given notice that he intends to appear on the hearing of the petition —

                  (a)      direct that any notices be given or any steps taken before or after the hearing of the
                           petition;

                  (b)      dispense with any notices being given or steps being taken which are required by this
                           Act, or by the rules made thereunder, or by any prior order of the Court;

                  (c)      direct that oral evidence be taken on the petition or any matter relating thereto;

                  (d)      direct a speedy hearing or trial of the petition or any issue or matter;

                  (e)      allow the petition to be amended or withdrawn; and

                  (f)      give such directions as to the proceedings as the Court thinks fit.

(3)      Where the petition is presented on the ground of default in lodging the statutory report or in holding the
statutory meeting, the Court may, instead of making a winding up order, direct that the statutory report shall be
lodged or that a meeting shall be held and may order the costs to be paid by any persons who, in the opinion of the
Court, are responsible for the default.


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                             Power to stay or restrain proceedings against company.

258.      At any time after the presentation of a winding up petition and before a winding up order has been made,
the company or any creditor or contributory may, where any action or proceeding against the company is pending,
apply to the Court to stay or restrain further proceedings in the action or proceeding, and the Court may stay or
restrain the proceedings accordingly on such terms as it thinks fit.



                                    Avoidance of dispositions of property, etc.

259.      Any disposition of the property of the company, including things in action, and any transfer of shares or
alteration in the status of the members of the company made after the commencement of the winding up by the
Court shall unless the Court otherwise orders be void.



                                      Avoidance of certain attachments, etc.

260.   Any attachment, sequestration, distress or execution put in force against the estate or effects of the
company after the commencement of the winding up by the Court shall be void.



                                             Petition to be lis pendens.

261.      Any petition for winding up a company shall constitute a lis pendens within the meaning of any law
relating to the effect of a lis pendens upon purchasers or mortgagees.



                                          Copy of order to be lodged, etc.

262.(1) Within 7 days after the making of a winding up order, the petitioner shall lodge with the Registrar notice of
—

                  (a)      the order and its date; and

                  (b)      the name and address of the liquidator.

(2)      On the passing and entering of the winding up order, the petitioner shall within 7 days —

                  (a)      lodge an office copy of the order with the Registrar and with the Official Receiver;

                  (b)      cause a copy to be served upon the secretary of the company or upon such other person or
                           in such manner as the Court directs; and

                  (c)      deliver a copy to the liquidator with a statement that the requirements of this subsection
                           have been complied with.

Actions stayed on winding up order.

(3)     When a winding up order has been made or a provisional liquidator has been appointed, no action or
proceeding shall be proceeded with or commenced against the company except —

                  (a)      by leave of the Court; and

                                                         249
                   (b)     in accordance with such terms as the Court imposes.

Effect of order.

(4)      Subject to section 322A, an order for winding up a company shall operate in favour of all the creditors and
contributories of the company as if made on the joint petition of a creditor and of a contributory.

(5)       If default is made in complying with subsection (1) or (2), the petitioner shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.



                                           Subdivision (2) — Liquidators



                                      Appointment, style, etc., of liquidators.

263.     The following provisions with respect to liquidators shall have effect on a winding up order being made:

                   (a)     if an approved liquidator, other than the Official Receiver, is not appointed to be the
                           liquidator of the company, the Official Receiver shall by virtue of his office become the
                           provisional liquidator and shall continue to act as such until he or another person
                           becomes liquidator and is capable of acting as such;

                   (b)     if there is no liquidator appointed, the Official Receiver shall summon separate meetings
                           of the creditors and contributories of the company for the purpose of determining whether
                           or not an application is to be made to the Court for appointing a liquidator in the place of
                           the Official Receiver;

                   (c)     the Court may make any appointment and order required to give effect to any such
                           determination, and, if there is a difference between the determinations of the meetings of
                           the creditors and contributories in respect of the matter aforesaid, the Court shall decide
                           the difference and make such order thereon as the Court may think fit;

                   (d)     in a case where a liquidator is not appointed by the Court, the Official Receiver shall be
                           the liquidator of the company;

                   (da)    in a case where a winding up order is made under section 254 (1) (m) on the ground that
                           the company is being used for purposes against national security or interest, the Official
                           Receiver shall be the liquidator of the company;

                   (e)     the Official Receiver shall by virtue of his office be the liquidator during any vacancy;

                   (f)     any vacancy in the office of a liquidator appointed by the Court may be filled by the
                           Court;

                   (g)     a liquidator shall be described, where a person other than the Official Receiver is
                           liquidator, by the style of “the liquidator”, and, where the Official Receiver is liquidator,
                           by the style of “the Official Receiver and liquidator”, of the particular company in respect
                           of which he is appointed, and not by his individual name.



                   Provisions where person other than Official Receiver is appointed liquidator.

264.     Where in the winding up of a company by the Court, a person other than the Official Receiver, is appointed
liquidator, that person —

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                  (a)      shall not be capable of acting as liquidator until he has notified his appointment to the
                           Registrar and given security in the prescribed manner to the satisfaction of the Official
                           Receiver; and

                  (b)      shall give the Official Receiver such information and such access to and facilities for
                           inspecting the books and documents of the company, and generally such aid as may be
                           required for enabling that officer to perform his duties under this Act.



                              Control of unofficial liquidators by Official Receiver.

265.(1) Where in the winding up of a company by the Court, a person, other than the Official Receiver, is the
liquidator the Official Receiver shall take cognizance of his conduct and if the liquidator does not faithfully perform
his duties and duly observe all the requirements imposed on him by any written law or otherwise with respect to the
performance of his duties, or if any complaint is made to the Official Receiver by any creditor or contributory in
regard thereto, the Official Receiver shall inquire into the matter, and take such action thereon as he may think
expedient.

(2)     The Official Receiver may at any time require any such liquidator of a company which is being wound up
by the Court to answer any inquiry in relation to any winding up in which he is engaged, and may, if the Official
Receiver thinks fit, apply to the Court to examine him or any other person on oath concerning the winding up.

(3)      The Official Receiver may also direct a local investigation to be made of the books and vouchers of such
liquidator.



                                     Control of Official Receiver by Minister.

266.      The Minister shall take cognizance of the conduct of the Official Receiver and of all Assistant Official
Receivers who are concerned in the liquidation of companies, and if any such person does not faithfully perform his
duties and duly observe all the requirements imposed on him by any written law or otherwise with respect to the
performance of his duties, or if any complaint is made to the Minister by any creditor or contributory in regard
thereto, the Minister shall inquire into the matter, and take such action thereon as he may think expedient, and may
direct a local investigation to be made of the books and vouchers of such person.



                                               Provisional liquidator.

267.     The Court may appoint the Official Receiver or an approved liquidator provisionally at any time after the
presentation of a winding up petition and before the making of a winding up order and the provisional liquidator
shall have and may exercise all the functions and powers of a liquidator, subject to such limitations and restrictions
as may be prescribed by the Rules or as the Court may specify in the order appointing him.



                                       General provisions as to liquidators.

268.(1) A liquidator appointed by the Court may resign or on cause shown be removed by the Court.

(2)     A provisional liquidator, other than the Official Receiver, shall be entitled to receive such salary or
remuneration by way of percentage or otherwise as is determined by the Court.

(3)     A liquidator, other than the Official Receiver, shall be entitled to receive such salary or remuneration by
way of percentage or otherwise as is determined —

                  (a)      by agreement between the liquidator and the committee of inspection, if any;
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                  (b)      failing such agreement, or where there is no committee of inspection by a resolution
                           passed at a meeting of creditors by a majority of not less than 75% in value and 50% in
                           number of the creditors present in person or by proxy and voting at the meeting and
                           whose debts have been admitted for the purpose of voting, which meeting shall be
                           convened by the liquidator by a notice to each creditor to which notice shall be attached a
                           statement of all receipts and expenditure by the liquidator and the amount of
                           remuneration sought by him; or

                  (c)      failing a determination in a manner referred to in paragraph (a) or (b), by the Court.

(4)       Where the salary or remuneration of a liquidator is determined in the manner specified in subsection (3)
(a), the Court may, on the application of a member or members whose shareholding or shareholdings represents or
represent in the aggregate not less than 10% of the issued capital of the company, confirm or vary the determination.

(5)      Where the salary or remuneration of a liquidator is determined in the manner specified in subsection (3)
(b), the Court may, on the application of the liquidator or a member or members referred to in subsection (4),
confirm or vary the determination.

(6)      Subject to any order of the Court, the Official Receiver when acting as a liquidator or provisional liquidator
of a company shall be entitled to receive such salary or remuneration by way of percentage or otherwise as is
prescribed.

(7)      If more than one liquidator is appointed by the Court, the Court shall declare whether anything by this Act
required or authorised to be done by the liquidator is to be done by all or any one or more of the persons appointed.

(8)      Subject to this Act, the acts of a liquidator shall be valid notwithstanding any defects that may afterwards
be discovered in his appointment or qualification.



                                   Custody and vesting of company’s property.

269.(1) Where a winding up order has been made or a provisional liquidator has been appointed, the liquidator or
provisional liquidator shall take into his custody or under his control all the property and things in action to which
the company is or appears to be entitled.

(2)      The Court may, on the application of the liquidator, by order direct that all or any part of the property of
whatever description belonging to the company or held by trustees on its behalf shall vest in the liquidator and
thereupon the property to which the order relates shall vest accordingly and the liquidator may, after giving such
indemnity, if any, as the Court directs, bring or defend any action or other legal proceeding which relates to that
property or which it is necessary to bring or defend for the purpose of effectually winding up the company and
recovering its property.

(3)     Where an order is made under this section, every liquidator of a company in relation to which the order is
made shall lodge within 7 days of the making of the order —

                  (a)      an office copy of the order with the Registrar; and

                  (b)      where the order relates to land, an office copy of the order with the appropriate authority
                           concerned with the registration or recording of dealings in that land,

and every liquidator who makes default in complying with this section shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

(4)      No vesting order referred to in this section shall have any effect or operation in transferring or otherwise
vesting land until an appropriate entry or memorandum thereof is made by or with the appropriate authority.



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                        Statement of company’s affairs to be submitted to Official Receiver.

270.(1) There shall be made out and verified in the prescribed form and manner and submitted to the Official
Receiver or the liquidator, as the case requires, a statement as to the affairs of the company as at the date of the
winding up order showing —

                  (a)       the particulars of its assets, debts and liabilities;

                  (b)       the names and addresses of its creditors;

                  (c)       the securities held by them respectively;

                  (d)       the dates when the securities were respectively given; and

                  (e)       such further information as is prescribed or as the Official Receiver or the liquidator
                            requires.

(2)       The statement shall be submitted by one or more of the persons who are, at the date of the winding up
order, directors, and by the secretary of the company, or by such of the persons hereinafter mentioned as the Official
Receiver or the liquidator, subject to the direction of the Court, requires, that is to say, persons —

                  (a)       who are or have been officers of the company;

                  (b)       who have taken part in the formation of the company at any time within one year before
                            the date of the winding up order; or

                  (c)       who are or have been within that period officers of or in the employment of a corporation
                            which is, or within that period was, an officer of the company to which the statement
                            relates.

(3)      The statement shall be submitted within 14 days after the date of the winding up order or within such
extended time as the Official Receiver or the liquidator or the Court for special reasons specifies, and the Official
Receiver or the liquidator shall within 7 days after its receipt cause a copy of the statement to be filed with the Court
and lodged with the Registrar and, where the Official Receiver is not the liquidator, shall cause a copy to be lodged
with the Official Receiver.

(4)       Any person making or concurring in making the statement required by this section may, subject to the
rules, be allowed, and be paid, out of the assets of the company, such costs and expenses incurred in and about the
preparation and making of the statement as the Official Receiver or the liquidator considers reasonable subject to an
appeal to the Court.

(5)      Every person who, without reasonable excuse, makes default in complying with the requirements of this
section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to
imprisonment for a term not exceeding 12 months or to both and also to a default penalty.



                                                  Report by liquidator.

271.(1) The liquidator shall as soon as practicable after receipt of the statement of affairs submit a preliminary
report to the Court or if the liquidator is not the Official Receiver, to the Official Receiver —

                  (a)       as to the amount of capital issued, subscribed and paid up and the estimated amount of
                            assets and liabilities;

                  (b)       if the company has failed, as to the causes of the failure; and



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                 (c)      whether, in his opinion, further inquiry is desirable as to any matter relating to the
                          promotion, formation or failure of the company or the conduct of the business thereof.

(2)      The liquidator may also, if he thinks fit, make further reports to the Court or if the liquidator is not the
Official Receiver, to the Official Receiver stating the manner in which the company was formed and whether in his
opinion any fraud has been committed or any material fact has been concealed by any person in its promotion or
formation or by any officer in relation to the company since its formation, and whether any officer of the company
has contravened or failed to comply with any of the provisions of this Act, and specifying any other matter which in
his opinion it is desirable to bring to the notice of the Court.



                                               Powers of liquidator.

272.(1) The liquidator may with the authority either of the Court or of the committee of inspection —

                 (a)      carry on the business of the company so far as is necessary for the beneficial winding up
                          thereof, but the authority shall not be necessary to so carry on the business during the 4
                          weeks next after the date of the winding up order;

                 (b)      subject to section 328 pay any class of creditors in full;

                 (c)      make any compromise or arrangement with creditors or persons claiming to be creditors
                          or having or alleging themselves to have any claim present or future, certain or
                          contingent, ascertained or sounding only in damages against the company, or whereby the
                          company may be rendered liable;

                 (d)      compromise any calls and liabilities to calls, debts and liabilities capable of resulting in
                          debts and any claims present or future, certain or contingent, ascertained or sounding
                          only in damages subsisting, or supposed to subsist, between the company and a
                          contributory or other debtor or person apprehending liability to the company, and all
                          questions in any way relating to or affecting the assets or the winding up of the company,
                          on such terms as are agreed, and take any security for the discharge of any such call, debt,
                          liability or claim, and give a complete discharge in respect thereof; and

                 (e)      appoint a solicitor to assist him in his duties.

(2)     The liquidator may —

                 (a)      bring or defend any action or other legal proceeding in the name and on behalf of the
                          company;

                 (b)      compromise any debt due to the company, other than calls and liabilities for calls and
                          other than a debt where the amount claimed by the company to be due to it exceeds
                          $1,500;

                 (c)      sell the immovable and movable property and things in action of the company by public
                          auction, public tender or private contract with power to transfer the whole thereof to any
                          person or company or to sell the same in parcels;

                 (d)      do all acts and execute in the name and on behalf of the company all deeds, receipts and
                          other documents and for that purpose use when necessary the company’s seal;

                 (e)      prove, rank and claim in the bankruptcy of any contributory or debtor for any balance
                          against his estate, and receive dividends in the bankruptcy in respect of that balance as a
                          separate debt due from the bankrupt, and rateably with the other separate creditors;

                 (f)      draw, accept, make and indorse any bill of exchange or promissory note in the name and
                          on behalf of the company with the same effect with respect to the liability of the company
                                                      254
                           as if the bill or note had been drawn, accepted, made or indorsed by or on behalf of the
                           company in the course of its business;

                  (g)      raise on the security of the assets of the company any money required;

                  (h)      take out letters of administration of the estate of any deceased contributory or debtor, and
                           do any other act necessary for obtaining payment of any money due from a contributory
                           or debtor or his estate which cannot be conveniently done in the name of the company,
                           and in all such cases the money due shall for the purposes of enabling the liquidator to
                           take out the letters of administration or recover the money be deemed due to the
                           liquidator himself;

                  (i)      appoint an agent to do any business which the liquidator is unable to do himself; and

                  (j)      do all such other things as are necessary for winding up the affairs of the company and
                           distributing its assets.

(3)      The exercise by the liquidator of the powers conferred by this section shall be subject to the control of the
Court, and any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of
any of those powers.



                                    Exercise and control of liquidator’s powers.

273.(1) Subject to this Part, the liquidator shall in the administration of the assets of the company and in the
distribution thereof among its creditors have regard to any directions given by resolution of the creditors or
contributories at any general meeting or by the committee of inspection, and any directions so given by the creditors
or contributories shall, in case of conflict, override any directions given by the committee of inspection.

(2)      The liquidator may summon general meetings of the creditors or contributories for the purpose of
ascertaining their wishes, and he shall summon meetings at such times as the creditors or contributories by
resolution direct or whenever requested in writing to do so by not less than 10% in value of the creditors or
contributories.

(3)     The liquidator may apply to the Court for directions in relation to any particular matter arising under the
winding up.

(4)      Subject to this Part, the liquidator shall use his own discretion in the management of the affairs and
property of the company and the distribution of its assets.



                                          Payment by liquidator into bank.

274.(1) Every liquidator shall, in the manner and at the times prescribed by the rules, pay the money received by
him into such bank account as is prescribed by those rules or as is specified by the Court.

(2)      If any liquidator retains for more than 10 days a sum exceeding $1,000, or such other amount as the Court
in any particular case authorises him to retain, then, unless he explains the retention to the satisfaction of the Court,
he shall pay interest on the amount so retained in excess, computed from the expiration of the abovementioned 10
days, until he has complied with subsection (1) at the rate of 20% per annum, and shall be liable —

                  (a)      to disallowance of all or such part of his remuneration as the Court thinks just;

                  (b)      to be removed from his office by the Court; and

                  (c)      to pay any expenses occasioned by reason of his default.

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(3)      Any liquidator who pays any sums received by him as liquidator into any bank or account other than the
bank or account prescribed or specified under subsection (1) shall be guilty of an offence.



                                 Release of liquidators and dissolution of company.

275.    When the liquidator —

                 (a)      has realised all the property of the company or so much thereof as can in his opinion be
                          realised, without needlessly protracting the liquidation, and has distributed a final
                          dividend, if any, to the creditors and adjusted the rights of the contributories among
                          themselves and made a final return, if any, to the contributories; or

                 (b)      has resigned or has been removed from his office, he may apply to the Court —

                          (i)        for an order that he be released; or

                          (ii)       for an order that he be released and that the company be dissolved.



                                       As to orders for release or dissolution.

276.(1) Where an order is made that the company be dissolved, the company shall from the date of the order be
dissolved accordingly.

(2)     The Court —

                 (a)      may cause a report on the accounts of a liquidator, not being the Official Receiver, to be
                          prepared by the Official Receiver or by some approved company auditor appointed by the
                          Court;

                 (b)      on the liquidator complying with all the requirements of the Court, shall take into
                          consideration the report and any objection which is urged by the Official Receiver,
                          auditor or any creditor or contributory or other person interested against the release of the
                          liquidator; and

                 (c)      shall either grant or withhold the release accordingly.

(3)      Where the release of a liquidator is withheld, the Court may, on the application of any creditor or
contributory or person interested, make such order as it thinks just charging the liquidator with the consequences of
any act or default which he may have done or made contrary to his duty.

(4)     An order of the Court releasing the liquidator shall discharge him from all liability in respect of any act
done or default made by him in the administration of the affairs of the company or otherwise in relation to his
conduct as liquidator, but any such order may be revoked on proof that it was obtained by fraud or by suppression or
concealment of any material fact.

(5)      Where the liquidator has not previously resigned or been removed his release shall operate as a removal
from office.

(6)     Where the Court has made —

                 (a)      an order that the liquidator be released; or

                 (b)      an order that the liquidator be released and that the company be dissolved,


                                                          256
an office copy of the order shall, within 14 days after the making thereof, be lodged by the liquidator with the
Registrar and with the Official Receiver, and a liquidator who makes default in complying with the requirements of
this subsection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also
to a default penalty.



                                    Subdivision (3) — Committees of inspection



                    Meetings to determine whether committee of inspection to be appointed.

277.(1) The liquidator may, and shall, if requested by any creditor or contributory, summon separate meetings of
the creditors and contributories for the purpose of determining whether or not the creditors or contributories require
the appointment of a committee of inspection to act with the liquidator, and if so who are to be members of the
committee.

(2)     If there is a difference between the determinations of the meetings of the creditors and contributories the
Court shall decide the difference and make such order as it thinks fit.



                            Constitution and proceedings of committee of inspection.

278.(1) The committee of inspection shall consist of creditors and contributories of the company or persons holding
—

                  (a)      general powers of attorney from creditors or contributories; or

                  (b)      special authorities from creditors or contributories authorising the persons named therein
                           to act on such a committee,

appointed by the meetings of creditors and contributories in such proportions as are agreed or, in case of difference,
as are determined by the Court.

(2)     The committee shall meet at such times and places as it may from time to time appoint, and the liquidator
or any member of the committee may also call a meeting of the committee as he thinks necessary.

(3)      The committee may act by a majority of its members present at a meeting, but shall not act unless a
majority of the committee is present.

(4)      A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.

(5)      If a member of the committee becomes bankrupt or assigns his estate for the benefit of his creditors or
makes an arrangement with his creditors pursuant to any written law relating to bankruptcy or is absent from 5
consecutive meetings of the committee without the leave of those members who together with himself represent the
creditors or contributories, as the case may be, his office shall thereupon become vacant.

(6)      A member of the committee may be removed by an ordinary resolution at a meeting of creditors, if he
represents creditors, or of contributories, if he represents contributories, of which meeting 7 days’ notice has been
given stating the object of the meeting.

(7)      A vacancy in the committee may be filled by the appointment by the committee of the same or another
creditor or contributory or person holding a general power of attorney or special authority as specified in subsection
(1).



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(8)      The liquidator may at any time of his own motion and shall within 7 days after the request in writing of a
creditor or contributory summon a meeting of creditors or of contributories, as the case requires, to consider any
appointment made pursuant to subsection (7), and the meeting may confirm the appointment or revoke the
appointment and appoint another creditor or contributory or person holding a general power of attorney or special
authority as specified in subsection (1), as the case requires, in his stead.

(9)     The continuing members of the committee if not less than two may act notwithstanding any vacancy in the
committee.



                                     Subdivision (4) — General powers of Court



                                             Power to stay winding up.

279.(1) At any time after an order for winding up has been made, the Court may, on the application of the
liquidator or of any creditor or contributory and on proof to the satisfaction of the Court that all proceedings in
relation to the winding up ought to be stayed, make an order staying the proceedings either altogether or for a
limited time on such terms and conditions as the Court thinks fit.

(2)      On any such application the Court may, before making an order, require the liquidator to furnish a report
with respect to any facts or matters which are in his opinion relevant.

(3)      An office copy of every order made under this section shall be lodged by the company with the Registrar
and with the Official Receiver within 14 days after the making of the order.

(4)      Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.



                           Settlement of list of contributories and application of assets.

280.(1) As soon as possible after making a winding up order, the Court shall settle a list of contributories and may
rectify the register of members in all cases where rectification is required in pursuance of this Part and shall cause
the assets of the company to be collected and applied in discharge of its liabilities.

(2)       Notwithstanding subsection (1), where it appears to the Court that it will not be necessary to make calls on
or adjust the rights of contributories, the Court may dispense with the settlement of a list of contributories.

(3)      In settling the list of contributories, the Court shall distinguish between persons who are contributories in
their own right and persons who are contributories as being representatives of or liable for the debts of others.

(4)      The list of contributories, when settled, shall be prima facie evidence of the liabilities of the persons named
therein as contributories.



            Payment of debts due by contributory, to company, and extent to which set-off allowed.

281.(1) The Court may make an order directing any contributory for the time being on the list of contributories to
pay to the company, in the manner directed by the order, any money due from him or from the estate of the person
whom he represents, exclusive of any money payable by him or the estate by virtue of any call in pursuance of this
Act, and may —



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                  (a)      in the case of an unlimited company, allow to the contributory by way of set-off any
                           money due to him or to the estate which he represents from the company on any
                           independent dealing or contract but not any money due to him as a member of the
                           company in respect of any dividend or profit; and

                  (b)      in the case of a limited company, make to any director whose liability is unlimited or to
                           his estate the like allowance,

and in the case of any company whether limited or unlimited, when all the creditors are paid in full, any money due
on any account whatever to a contributory from the company may be allowed to him by way of set-off against any
subsequent call.

Power of Court to make calls.

(2)      The Court may either before or after it has ascertained the sufficiency of the assets of the company —

                  (a)      make calls on all or any of the contributories for the time being on the list of
                           contributories, to the extent of their liability, for payment of any money which the Court
                           considers necessary to satisfy the debts and liabilities of the company and the costs,
                           charges and expenses of winding up and for the adjustment of the rights of the
                           contributories among themselves; and

                  (b)      make an order for payment of any calls so made,

and, in making a call, may take into consideration the probability that some of the contributories may partly or
wholly fail to pay the call.

Payment into bank of moneys due to company.

(3)      The Court may order any contributory, purchaser or other person from whom money is due to the company
to pay the amount due into some bank, named in such order, to the account of the liquidator instead of to the
liquidator, and any such order may be enforced in the same manner as if it had directed payment to the liquidator.

(4)      All moneys and securities paid or delivered into any bank pursuant to this Division shall be subject in all
respects to orders of the Court.

Order on contributory conclusive evidence.

(5)       An order made by the Court under this section shall, subject to any right of appeal, be conclusive evidence
that the money, if any, thereby appearing to be due or ordered to be paid is due, and all other pertinent matters stated
in the order shall be taken to be truly stated as against all persons and in all proceedings.



                                         Appointment of special manager.

282.(1) The liquidator may, if satisfied that the nature of the estate or business of the company, or the interests of
the creditors or contributories generally, require the appointment of a special manager of the estate or business of the
company other than himself, apply to the Court which may appoint a special manager of the estate or business to act
during such time as the Court directs with such powers, including any of the powers of a receiver or manager, as are
entrusted to him by the Court.

(2)      The special manager —

                  (a)      shall give such security and account in such manner as the Court directs;

                  (b)      shall receive such remuneration as is fixed by the Court; and


                                                          259
                  (c)      may at any time resign after giving not less than one month’s notice in writing to the
                           liquidator of his intention to resign, or on cause shown be removed by the Court.



                                   Claims of creditors and distribution of assets.

283.(1) The Court may fix a date on or before which creditors are to prove their debts or claims or after which they
will be excluded from the benefit of any distribution made before those debts are proved.

(2)      The Court shall adjust the rights of the contributories among themselves and distribute any surplus among
the persons entitled thereto.

(3)     The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the
payment out of the assets of the costs, charges and expenses incurred in the winding up in such order of priority as
the Court thinks fit.



                               Inspection of books by creditors and contributories.

284.     The Court may make such order for inspection of the books and papers of the company by creditors and
contributories as the Court thinks just, and any books and papers in the possession of the company may be inspected
by creditors or contributories accordingly, but not further or otherwise.



                               Power to summon persons connected with company.

285.(1) The Court may summon before it any officer of the company or person known or suspected to have in his
possession any property of the company or supposed to be indebted to the company, or any person whom the Court
considers capable of giving information concerning the promotion, formation, trade dealings, affairs or property of
the company.

(2)      The Court may examine him on oath concerning the matters mentioned in subsection (1) either by word of
mouth or on written interrogatories and may reduce his answers to writing and require him to sign them, and any
writing so signed may be used in evidence in any legal proceedings against him.

(3)     The Court may require him to produce any books and papers in his custody or power relating to the
company, but where he claims any lien on books or papers the production shall be without prejudice to that lien, and
the Court shall have jurisdiction to determine all questions relating to that lien.

(4)      An examination under this section or section 286 may, if the Court so directs and subject to the Rules, be
held before any District Judge named for the purpose by the Court, and the powers of the Court under this section
and section 286 may be exercised by that Judge.

(5)     If any person so summoned, after being tendered a reasonable sum for his expenses, refuses to come before
the Court at the time appointed, not having a lawful excuse, made known to the Court at the time of its sitting and
allowed by it, the Court may cause him to be apprehended and brought before the Court for examination.



                         Power to order public examination of promoters, directors, etc.

286.(1) Where the liquidator has made a report under this Part stating that, in his opinion, a fraud has been
committed or that any material fact has been concealed by any person in the promotion or formation of the company
or by any officer in relation to the company since its formation or that any officer of the company has failed to act
honestly or diligently or has been guilty of any impropriety or recklessness in relation to the affairs of the company,
the Court may, after consideration of the report, direct that the person or officer, or any other person who was
                                                         260
previously an officer of the company, including any banker, solicitor or auditor, or who is known or suspected to
have in his possession any property of the company or is supposed to be indebted to the company or any person
whom the Court considers capable of giving information concerning the promotion, formation, trade dealings,
affairs or property of the company, shall attend before the Court on a day appointed and be publicly examined as to
the promotion or formation or the conduct of the business of the company, or in the case of an officer or former
officer as to his conduct and dealings as an officer thereof.

(2)        The liquidator and any creditor or contributory may take part in the examination either personally or by a
solicitor.

(3)      The Court may put or allow to be put such questions to the person examined as the Court thinks fit.

(4)      The person examined shall be examined on oath and shall answer all such questions as the Court puts or
allows to be put to him.

(5)       A person ordered to be examined under this section shall before his examination be furnished with a copy
of the liquidator’s report.

(6)      Where a person directed to attend before the Court under subsection (1) applies to the Court to be
exculpated from any charges made or suggested against him, the liquidator shall appear on the hearing of the
application and call the attention of the Court to any matters which appear to him to be relevant and if the Court,
after hearing any evidence given or witnesses called by the liquidator, grants the application the Court may allow the
applicant such costs as the Court in its discretion thinks fit.

(7)      Notes of the examination —

                  (a)        shall be reduced to writing;

                  (b)        shall be read over to or by and signed by the person examined;

                  (c)        may thereafter be used in evidence in any legal proceedings against him; and

                  (d)        shall be open to the inspection of any creditor or contributory at all reasonable times.

(8)      The Court may if it thinks fit adjourn the examination from time to time.



                        Power to arrest absconding contributory, director or former director.

287.     The Court, at any time before or after making a winding up order, on proof of probable cause for believing
that a contributory or a director or former director of the company is about to leave Singapore or otherwise to
abscond or to remove or conceal any of his property for the purpose of evading payment of calls or of avoiding
examination respecting the affairs of the company, may cause the contributory, director or former director to be
arrested and his books and papers and movable personal property to be seized and safely kept until such time as the
Court orders.



                                 Delegation to liquidator of certain powers of Court.

288.    Provision may be made by rules enabling or requiring all or any of the powers and duties conferred and
imposed on the Court by this Part in respect of —

                  (a)        the holding and conducting of meetings to ascertain the wishes of creditors and
                             contributories;



                                                            261
                  (b)      the settling of lists of contributories, the rectifying of the register of members where
                           required, and the collecting and applying of the assets;

                  (c)      the paying, delivery, conveyance, surrender or transfer of money, property, books or
                           papers to the liquidator;

                  (d)      the making of calls and the adjusting of the rights of contributories; and

                  (e)      the fixing of a time within which debts and claims must be proved,

to be exercised or performed by the liquidator as an officer of the Court and subject to the control of the Court, but
the liquidator shall not, without the special leave of the Court, rectify the register of members and shall not make
any call without either the special leave of the Court or the sanction of the committee of inspection.



                                            Powers of Court cumulative.

289.(1) Any powers by this Act conferred on the Court shall be in addition to, and not in derogation of, any
existing powers of instituting proceedings against any contributory or debtor of the company or the estate of any
contributory or debtor for the recovery of any call or other sums.

(2)        Subject to the Rules, an appeal from any order or decision made or given in the winding up of a company
shall lie in the same manner and subject to the same conditions as an appeal from any order or decision of the Court
in cases within its ordinary jurisdiction.



                                        Division 3 — Voluntary winding up

                                           Subdivision (1) — Introductory



                        Circumstances in which company may be wound up voluntarily.

290.(1) A company may be wound up voluntarily —

                  (a)      when the period, if any, fixed for the duration of the company by the memorandum or
                           articles expires or the event, if any, happens, on the occurrence of which the
                           memorandum or articles provide that the company is to be dissolved and the company in
                           general meeting has passed a resolution requiring the company to be wound up
                           voluntarily; or

                  (b)      if the company so resolves by special resolution.

(2)      A company shall —

                  (a)      within 7 days after the passing of a resolution for voluntary winding up, lodge a printed
                           copy of the resolution with the Registrar; and

                  (b)      within 10 days after the passing of the resolution, give notice of the resolution in one or
                           more newspapers circulating in Singapore.

(3)      If the company fails to comply with subsection (2), the company and every officer of the company who is
in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a
default penalty.


                                                         262
                                                Provisional liquidator.

291.(1) Where the directors of a company have made a statutory declaration in the prescribed form which has been
lodged with the Registrar and with the Official Receiver —

                  (a)      that the company cannot by reason of its liabilities continue its business; and

                  (b)      that meetings of the company and of its creditors have been summoned for a date within
                           one month of the date of the declaration,

the directors shall forthwith appoint an approved liquidator to be the provisional liquidator.

(2)      A provisional liquidator shall have and may exercise all the functions and powers of a liquidator in a
creditors’ winding up subject to such limitations and restrictions as may be prescribed by the Rules.

(3)     The appointment of a provisional liquidator under this section shall continue for one month from the date of
his appointment or for such further period as the Official Receiver may allow in any particular case or until the
appointment of a liquidator, whichever first occurs.

(4)      Notice of the appointment of a provisional liquidator under this section together with a copy of the
declaration lodged with the Registrar shall be advertised within 14 days of the appointment of the provisional
liquidator in at least 4 local daily newspapers, one each published in the English, Malay, Chinese and Tamil
languages.

(5)     A provisional liquidator shall be entitled to receive such salary or remuneration by way of percentage or
otherwise as is prescribed.

Commencement of voluntary winding up.

(6)      A voluntary winding up shall commence —

                  (a)      where a provisional liquidator has been appointed before the resolution for voluntary
                           winding up was passed, at the time when the declaration referred to in subsection (1) was
                           lodged with the Registrar; and

                  (b)      in any other case, at the time of the passing of the resolution for voluntary winding up.



                                           Effect of voluntary winding up.

292.(1) The company shall from the commencement of the winding up cease to carry on its business, except so far
as is in the opinion of the liquidator required for the beneficial winding up thereof, but the corporate state and
corporate powers of the company shall, notwithstanding anything to the contrary in its articles, continue until it is
dissolved.

(2)       Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration
in the status of the members made after the commencement of the winding up, shall be void.



                                               Declaration of solvency.

293.(1) Where it is proposed to wind up a company voluntarily, the directors of the company, or in the case of a
company having more than two directors, the majority of the directors shall, in the case of a members’ voluntary
winding up before the date on which the notices of the meeting at which the resolution for the winding up of the

                                                          263
company is to be proposed are sent out, make a statutory declaration to the effect that they have made an inquiry
into the affairs of the company, and that, at a meeting of directors, have formed the opinion that the company will be
able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up.

(2)    There shall be attached to the declaration a statement of affairs of the company showing, in the prescribed
form —

                  (a)      the assets of the company and the total amount expected to be realised therefrom;

                  (b)      the liabilities of the company; and

                  (c)      the estimated expenses of winding up,

made up to the latest practicable date before the making of the declaration.

(3)      A declaration so made shall have no effect for the purposes of this Act unless it is —

                  (a)      made at the meeting of directors referred to in subsection (1);

                  (b)      made within 5 weeks immediately preceding the passing of the resolution for voluntary
                           winding up; and

                  (c)      lodged with the Registrar before the date on which the notices of the meeting at which the
                           resolution for the winding up of the company is to be proposed are sent out.

(4)       A director, who makes a declaration under this section without having reasonable grounds for the opinion
that the company will be able to pay its debts in full within the period stated in the declaration, shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding
12 months or to both.

(5)       If the company is wound up in pursuance of a resolution for voluntary winding up passed within a period of
5 weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated
in the declaration, it shall be presumed until the contrary is shown that the director did not have reasonable grounds
for his opinion.



                 Subdivision (2) — Provisions applicable only to members’ voluntary winding up



                                                      Liquidator.

294.(1) The company in general meeting shall appoint one or more liquidators for the purpose of winding up the
affairs and distributing the assets of the company and may fix the remuneration to be paid to him or them.

(2)      On the appointment of a liquidator, all the powers of the directors shall cease except so far as the liquidator
or the company in general meeting with the consent of the liquidator approves the continuance thereof.

(3)      The company may in general meeting convened by any contributory by special resolution of which special
notice has been given to the creditors and the liquidators remove any liquidator but no such resolution shall be
effective to remove a liquidator if the Court, on the application of the liquidator or a creditor, has ordered that the
liquidator be not removed.

(4)      If a vacancy occurs by death, resignation, removal or otherwise in the office of a liquidator, the company in
general meeting may fill the vacancy by the appointment of a liquidator and fix the remuneration to be paid to him,
and for that purpose a general meeting may be convened by any contributory, or if there were more liquidators than
one by the continuing liquidators.

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(5)      The meeting shall be held in the manner provided by this Act or by the articles or in such manner as is, on
application by any contributory or by the continuing liquidators, determined by the Court.



                        Duty of liquidator to call creditors’ meeting in case of insolvency.

295.(1) If the liquidator is at any time of the opinion that the company will not be able to pay or provide for the
payment of its debts in full within the period stated in the declaration made under section 293, he shall forthwith
summon a meeting of the creditors and lay before the meeting a statement of the assets and liabilities of the
company and the notice summoning the meeting shall draw the attention of the creditors to the right conferred upon
them by subsection (2).

(2)      The creditors may, at the meeting summoned under subsection (1), appoint some other person to be the
liquidator for the purpose of winding up the affairs and distributing the assets of the company instead of the
liquidator appointed by the company.

(3)       If the creditors appoint some other person under subsection (2), the winding up shall thereafter proceed as
if the winding up were a creditors’ voluntary winding up.

(4)       Within 7 days after a meeting has been held pursuant to subsection (1), the liquidator or if some other
person has been appointed by the creditors to be the liquidator, the person so appointed shall lodge with the
Registrar and with the Official Receiver a notice in the prescribed form and if default is made in complying with this
subsection the liquidator or the person so appointed, as the case requires, shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $800 and also to a default penalty.

Alternative provisions as to annual meetings in case of insolvency.

(5)      Where the liquidator has convened a meeting under subsection (1) and the creditors do not appoint a
liquidator instead of the liquidator appointed by the company, the winding up shall thereafter proceed as if the
winding up were a creditors’ voluntary winding up; but the liquidator shall not be required to summon an annual
meeting of creditors at the end of the first year from the commencement of the winding up if the meeting held under
subsection (1) was held less than 3 months before the end of that year.



                 Subdivision (3) — Provisions applicable only to creditors’ voluntary winding up



                                                Meeting of creditors.

296.(1) The company shall cause a meeting of the creditors of the company to be summoned for the day, or the day
next following the day, on which there is to be held the meeting at which the resolution for voluntary winding up is
to be proposed, and shall cause the notices of the meeting of creditors to be sent by post to the creditors
simultaneously with the sending of the notices of the meeting of the company.

(2)      The company shall convene the meeting at a time and place convenient to the majority in value of the
creditors and shall —

                  (a)      give to the creditors at least 7 clear days’ notice by post of the meeting; and

                  (b)      send to each creditor with the notice, a statement showing the names of all creditors and
                           the amounts of their claims.

(3)       The company shall cause notice of the meeting of the creditors to be advertised at least 7 days before the
date of the meeting in a newspaper circulating in Singapore.

(4)      The directors of the company shall—
                                                         265
                  (a)      cause a full statement of the company’s affairs showing in respect of assets the method
                           and manner in which the valuation of the assets was arrived at, together with a list of the
                           creditors and the estimated amount of their claims to be laid before the meeting of
                           creditors; and

                  (b)      appoint one of their number to attend the meeting.

(5)    The director so appointed and the secretary shall attend the meeting and disclose to the meeting the
company’s affairs and the circumstances leading up to the proposed winding up.

(6)      The creditors may appoint one of their number or the director appointed under subsection (4) (b) to preside
at the meeting.

(7)     The chairman shall at the meeting determine whether the meeting has been held at a time and place
convenient to the majority in value of the creditors and his decision shall be final.

(8)      If the chairman decides that the meeting has not been held at a time and place convenient to that majority,
the meeting shall lapse and a further meeting shall be summoned by the company as soon as is practicable.

(9)       If the meeting of the company is adjourned and the resolution for winding up is passed at an adjourned
meeting, any resolution passed at the meeting of the creditors shall have effect as if it had been passed immediately
after the passing of the resolution for winding up.

(10)     If default is made in complying with this section, the company and any officer of the company who is in
default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.



                                                    Liquidators.

297.(1) The company shall, and the creditors may at their respective meetings, nominate a person to be liquidator
for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the
company nominate different persons the person nominated by the creditors shall be liquidator, and if no person is
nominated by the creditors the person nominated by the company shall be liquidator.

(2)      Notwithstanding subsection (1), where different persons are nominated, any director, member or creditor
may, within 7 days after the date on which the nomination was made by the creditors, apply to the Court for an order
directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the
person nominated by the creditors.

(3)       The committee of inspection or, if there is no such committee, the creditors may fix the remuneration to be
paid to the liquidator.

(4)     On the appointment of a liquidator all the powers of the directors shall cease, except so far as the
committee of inspection, or, if there is no such committee, the creditors, approve the continuance thereof.

(5)      If a liquidator, other than a liquidator appointed by or by the direction of the Court, dies, resigns or
otherwise vacates the office, the creditors may fill the vacancy and for the purpose of so doing a meeting of the
creditors may be summoned by any two of their number.



                                             Committee of inspection.

298.(1) The creditors at the meeting summoned pursuant to section 295 or 296 or at any subsequent meeting may,
if they think fit, appoint a committee of inspection consisting of not more than 5 persons, whether creditors or not
and, if such a committee is appointed, the company may, either at the meeting at which the resolution for voluntary
winding up is passed or at any time subsequently in general meeting, appoint such number of persons but not more
than 5 as it thinks fit to act as members of the committee.
                                                          266
(2)      Notwithstanding subsection (1), the creditors may, if they think fit, resolve that all or any of the persons so
appointed by the company ought not to be members of the committee of inspection and, if the creditors so resolve,
the persons mentioned in the resolution shall not, unless the Court otherwise directs, be qualified to act as members
of the committee, and on any application to the Court under this subsection the Court may, if it thinks fit, appoint
other persons to act as such members in place of the persons mentioned in the resolution.

(3)       Subject to this section and the rules made under this Act, the provisions of Subdivision (3) of Division 2
relating to the proceedings of and vacancies in committees of inspection shall apply with respect to a committee of
inspection appointed under this section.



                                             Property and proceedings.

299.(1) Any attachment, sequestration, distress or execution put in force against the estate or effects of the
company after the commencement of a creditors’ voluntary winding up shall be void.

(2)      After the commencement of the winding up no action or proceeding shall be proceeded with or commenced
against the company except by leave of the Court and subject to such terms as the Court imposes.



                      Subdivision (4) — Provisions applicable to every voluntary winding up



                                        Distribution of property of company.

300.      Subject to the provisions of this Act as to preferential payments, the property of a company shall, on its
winding up, be applied pari passu in satisfaction of its liabilities, and, subject to that application, shall, unless the
articles otherwise provide, be distributed among the members according to their rights and interests in the company.



                                             Appointment of liquidator.

301.     If from any cause there is no liquidator acting, the Court may appoint a liquidator.



                                                Removal of liquidator.

302.     The Court may, on cause shown, remove a liquidator and appoint another liquidator.



                                        Review of liquidator’s remuneration.

303.     Any member or creditor or the liquidator may at any time before the dissolution of the company apply to
the Court to review the amount of the remuneration of the liquidator, and the decision of the Court shall be final and
conclusive.



                                             Act of liquidator valid, etc.

304.(1) The acts of a liquidator shall be valid notwithstanding any defects that may afterwards be discovered in his
appointment or qualification.

                                                          267
(2)      Any conveyance, assignment, transfer, mortgage, charge or other disposition of a company’s property made
by a liquidator shall, notwithstanding any defect or irregularity affecting the validity of the winding up or the
appointment of the liquidator be valid in favour of any person taking such property bona fide and for value and
without notice of such defect or irregularity.

(3)     Every person making or permitting any disposition of property to any liquidator shall be protected and
indemnified in so doing notwithstanding any defect or irregularity affecting the validity of the winding up or the
appointment of the liquidator not then known to that person.

(4)      For the purposes of this section, a disposition of property shall be taken as including a payment of money.



                                          Powers and duties of liquidator.

305.(1) The liquidator may —

                  (a)      in the case of a members’ voluntary winding up, with the approval of a special resolution
                           of the company and, in the case of a creditors’ voluntary winding up, with the approval of
                           the Court or the committee of inspection, exercise any of the powers given by section 272
                           (1) (b), (c), (d) and (e) to a liquidator in a winding up by the Court;

                  (b)      exercise any of the other powers by this Act given to the liquidator in a winding up by the
                           Court;

                  (c)      exercise the power of the Court under this Act of settling a list of contributories, and the
                           list of contributories shall be prima facie evidence of the liability of the persons named
                           therein to be contributories;

                  (d)      exercise the power of the Court of making calls; or

                  (e)      summon general meetings of the company for the purpose of obtaining the sanction of the
                           company by special resolution in respect of any matter or for any other purpose he thinks
                           fit.

(2)     The liquidator shall pay the debts of the company and adjust the rights of the contributories among
themselves.

(3)      When several liquidators are appointed, any power given by this Act may be exercised by such one or more
of them as is determined at the time of their appointment, or in default of such determination by any number not less
than two.



          Power of liquidator to accept shares, etc., as consideration for sale of property of company.

306.(1) Where it is proposed that the whole or part of the business or property of a company (referred to in this
section as the company) be transferred or sold to another corporation (referred to in this section as the corporation),
the liquidator of the company may, with the sanction of a special resolution of the company conferring either a
general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation
or part compensation for the transfer or sale shares, debentures, policies or other like interests in the corporation for
distribution among the members of the company, or may enter into any other arrangement whereby the members of
the company may, in lieu of receiving cash, shares, debentures, policies or other like interests or in addition thereto,
participate in the profits of or receive any other benefit from the corporation and any such transfer, sale or
arrangement shall be binding on the members of the company.

(2)       If any member of the company expresses his dissent therefrom in writing addressed to the liquidator and
left at the registered office of the liquidator within 7 days after the passing of the resolution, he may require the

                                                          268
liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be
determined by agreement or by arbitration in the manner provided by this section.

(3)    If the liquidator elects to purchase the member’s interest, the purchase money shall be paid before the
company is dissolved and be raised by the liquidator in such manner as is determined by special resolution.

(4)      A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or
concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order for winding up
the company by the Court is made within a year after the passing of the resolution the resolution shall not be valid
unless sanctioned by the Court.

(5)       For the purposes of an arbitration under this section, the Arbitration Act shall apply as if there were a
submission for reference to two arbitrators, one to be appointed by each party; and the appointment of an arbitrator
may be made under the hand of the liquidator, or if there is more than one liquidator then under the hands of any two
or more of the liquidators; and the Court may give any directions necessary for the initiation and conduct of the
arbitration and such direction shall be binding on the parties.

(6)      In the case of a creditors’ voluntary winding up, the powers of the liquidator under this section shall not be
exercised except with the approval of the Court or the committee of inspection.



                                    Annual meeting of members and creditors.

307.(1) If the winding up continues for more than one year, the liquidator shall summon a general meeting of the
company in the case of a members’ voluntary winding up, and of the company and the creditors in the case of a
creditors’ voluntary winding up, at the end of the first year from the commencement of the winding up and of each
succeeding year or not more than 3 months thereafter, and shall lay before the meeting an account of his acts and
dealings and of the conduct of the winding up during the preceding year.

(2)     The liquidator shall cause the notices of the meeting of creditors to be sent by post to the creditors
simultaneously with the sending of the notices of the meeting of the company.

(3)      Every liquidator who fails to comply with this section shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $2,000 and also to a default penalty.



                                           Final meeting and dissolution.

308.(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account showing
how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall
call a general meeting of the company, or in the case of a creditors’ voluntary winding up a meeting of the company
and the creditors, for the purpose of laying before it the account and giving any explanation thereof.

(2)       The meeting shall be called by advertisement published in at least 4 local daily newspapers, one each in the
English, Malay, Chinese and Tamil languages which advertisement shall specify the time, place and object of the
meeting and shall be published at least one month before the meeting, except that when a declaration is made by the
liquidator and filed with the Official Receiver that neither at the date of commencement of the winding up nor since
that date has the company had trade creditors, the advertisement referred to in this subsection need only be published
in a newspaper circulating generally throughout Singapore.

(3)      The liquidator shall within 7 days after the meeting lodge with the Registrar and the Official Receiver a
return of the holding of the meeting and of its date with a copy of the account attached to such return, and if the
return or copy of the account is not so lodged the liquidator shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.

(4)       The quorum at a meeting of the company shall be two and at a meeting of the company and the creditors
shall be two members and two creditors and if a quorum is not present at the meeting, the liquidator shall in lieu of
                                                      269
the return mentioned in subsection (3) lodge a return (with account attached) that the meeting was duly summoned
and that no quorum was present thereat, and upon such a return being lodged subsection (3) as to the lodging of the
return shall be deemed to have been complied with.

(5)     On the expiration of 3 months after the lodging of the return with the Registrar and with the Official
Receiver, the company shall be dissolved.

(6)       Notwithstanding subsection (5), the Court may, on the application of the liquidator or of any other person
who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company
is to take effect for such time as the Court thinks fit.

(7)       The person on whose application an order of the Court under this section is made shall, within 14 days after
the making of the order, lodge with the Registrar and with the Official Receiver an office copy of the order, and if he
fails to do so he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and
also to a default penalty.

(8)       If the liquidator fails to call a meeting as required by this section, he shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.



                                      Arrangement when binding on creditors.

309.(1) Any arrangement entered into between a company about to be or in the course of being wound up and its
creditors shall, subject to the right of appeal under this section, be binding on the company if sanctioned by a special
resolution, and on the creditors if acceded to by 75% in value and 50% in number of the creditors, every creditor for
under $50 being reckoned in value only.

(2)      A creditor shall be accounted a creditor for value for such sum as upon an account fairly stated, after
allowing the value of security or liens held by him and the amount of any debt or set-off owing by him to the debtor,
appears to be the balance due to him.

(3)       Any dispute with regard to the value of any such security or lien or the amount of such debt or set-off may
be settled by the Court on the application of the company, the liquidator or the creditor.

(4)     Any creditor or contributory may within 3 weeks from the completion of the arrangement appeal to the
Court against it, and the Court may thereupon, as it thinks just, amend, vary or confirm the arrangement.



                     Application to Court to have questions determined or powers exercised.

310.(1) The liquidator or any contributory or creditor may apply to the Court —

                  (a)       to determine any question arising in the winding up of a company; or

                  (b)       to exercise all or any of the powers which the Court might exercise if the company were
                            being wound up by the Court.

(2)      The Court, if satisfied that the determination of the question or the exercise of power will be just and
beneficial, may accede wholly or partially to any such application on such terms and conditions as it thinks fit or
may make such other order on the application as it thinks just.



                                                          Costs.



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311.      All proper costs, charges and expenses of and incidental to the winding up including the remuneration of
the liquidator shall be payable out of the assets of the company in priority to all other claims.



                                      Limitation on right to wind up voluntarily.

312.     Where a petition has been presented to the Court to wind up a company on the ground that it is unable to
pay its debts the company shall not, without the leave of the Court, resolve that it be wound up voluntarily.



                          Division 4 — Provisions applicable to every mode of winding up

                                              Subdivision (2) — General



                                            Books to be kept by liquidator.

313.(1) Every liquidator shall keep proper books in which he shall cause to be made entries or minutes of
proceedings at meetings and of such other matters as are prescribed, and any creditor or contributory may, subject to
the control of the Court, personally or by his agent inspect them.

Control of Court over liquidators.

(2)      The Court shall take cognizance of the conduct of liquidators, and if a liquidator does not faithfully perform
his duties and observe the prescribed requirements or the requirements of the Court or if any complaint is made to
the Court by any creditor or contributory or by the Official Receiver in regard thereto, the Court shall inquire into
the matter and take such action as it thinks fit.

(3)      The Registrar or the Official Receiver may report to the Court any matter which in his opinion is a
misfeasance, neglect or omission on the part of the liquidator and the Court may order the liquidator to make good
any loss which the estate of the company has sustained thereby and make such other order as it thinks fit.

(4)      The Court may at any time require any liquidator to answer any inquiry in relation to the winding up and
may examine him or any other person on oath concerning the winding up and may direct an investigation to be made
of the books and vouchers of the liquidator.

Delivery of property to liquidator.

(5)       The Court may require any contributory, trustee, receiver, banker, agent or officer of the company to pay,
deliver, convey, surrender or transfer to the liquidator or provisional liquidator forthwith or within such time as the
Court directs any money, property, books and papers in his hands to which the company is prima facie entitled.



                          Powers of Official Receiver where no committee of inspection.

314.(1) Where a person other than the Official Receiver is the liquidator and there is no committee of inspection,
the Official Receiver may, on the application of the liquidator, do any act or thing or give any direction or
permission which is by this Act authorised or required to be done or given by the committee.

(2)     Where the Official Receiver is the liquidator and there is no committee of inspection, the Official Receiver
may in his discretion do any act or thing which is by this Act required to be done by, or subject to any direction or
permission given by, the committee.



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                                       Appeal against decision of liquidator.

315.     Any person aggrieved by any act or decision of the liquidator may apply to the Court which may confirm,
reverse or modify the act or decision complained of and make such order as it thinks just.



                                  Notice of appointment and address of liquidator.

316.(1) A liquidator shall, within 14 days after his appointment, lodge with the Registrar and with the Official
Receiver notice in the prescribed form of his appointment and of the situation of his office and in the event of any
change in the situation of his office shall within 14 days after the change lodge with the Registrar and with the
Official Receiver notice in the prescribed form of the change.

(2)      Service made by leaving any document at or sending it by post addressed to the address of the office of the
liquidator given in any such notice lodged with the Registrar shall be deemed to be good service upon the liquidator
and upon the company.

(3)      A liquidator shall, within 14 days after his resignation or removal from office, lodge with the Registrar and
with the Official Receiver notice thereof in the prescribed form.

(4)      If a liquidator fails to comply with this section, he shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.



                                               Liquidator’s accounts.

317.(1) Every liquidator shall, within one month after the expiration of a period of 6 months from the date of his
appointment and of every subsequent period of 6 months and in any case within one month after he ceases to act as
liquidator and forthwith after obtaining an order of release, lodge with the Registrar and the Official Receiver in the
prescribed form and verified by statutory declaration an account of his receipts and payments and a statement of the
position in the winding up, and any liquidator who fails to do so shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000 and also to a default penalty.

(2)       The Official Receiver may cause the account of any liquidation to be audited by an approved company
auditor, and for the purpose of the audit the liquidator shall furnish the auditor with such vouchers and information
as he requires, and the auditor may at any time require the production of and inspect any books or accounts kept by
the liquidator.

(3)     A copy of the account or, if audited, a copy of the audited account shall be kept by the liquidator and the
copy shall be open to the inspection of any creditor or of any person interested at the office of the liquidator.

(4)      The liquidator shall —

                  (a)      give notice that the account has been made up to every creditor and contributory when
                           next forwarding any report, notice of meeting, notice of call or dividend; and

                  (b)      in such notice inform the creditors and contributories at what address and between what
                           hours the account may be inspected.

(5)     The costs of an audit under this section shall be fixed by the Official Receiver and shall be part of the
expenses of winding up.



                                         Liquidator to make good defaults.


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318.(1) If any liquidator who has made any default in lodging or making any application, return, account or other
document, or in giving any notice which he is by law required to lodge, make or give, fails to make good the default
within 14 days after the service on him of a notice requiring him to do so, the Court may, on the application of any
contributory or creditor of the company or the Official Receiver, make an order directing the liquidator to make
good the default within such time as is specified in the order.

(2)     Any order made under subsection (1) may provide that all costs of and incidental to the application shall be
borne by the liquidator.

(3)      Nothing in subsection (1) shall prejudice the operation of any written law imposing penalties on a
liquidator in respect of any such default.



                                   Notification that a company is in liquidation.

319.(1) Where a company is being wound up every invoice, order for goods or business letter issued by or on
behalf of the company or a liquidator of the company or a receiver or manager of the property of the company, being
a document on or in which the name of the company appears, shall have the words in liquidation added after the
name of the company where it first appears therein.

(2)       If default is made in complying with this section, the company, and every officer of the company or
liquidator and every receiver or manager who knowingly and wilfully authorises or permits the default, shall be
guilty of an offence and shall be liable on conviction to a fine not exceeding $400.



                                                 Books of company.

320.(1) Where a company is being wound up, all books and papers of the company and of the liquidator that are
relevant to the affairs of the company at or subsequent to the commencement of the winding up of the company
shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to
be therein recorded.

(2)      When a company has been wound up the liquidator shall retain the books and papers referred to in
subsection (1) for a period of 5 years from the date of dissolution of the company and at the expiration of that period
may destroy them.

(3)      Notwithstanding subsection (2), when a company has been wound up the books and papers referred to in
subsection (1) may be destroyed within a period of 5 years after the dissolution of the company —

                  (a)      in the case of a winding up by the Court, in accordance with the directions of the Court;

                  (b)      in the case of a members’ voluntary winding up, as the company by resolution directs;
                           and

                  (c)      in the case of a creditors’ voluntary winding up, as the committee of inspection, or, if
                           there is no such committee, as the creditors of the company direct.

(4)       No responsibility shall rest on the company or the liquidator by reason of any such book or paper not being
forthcoming to any person claiming to be interested therein if such book or paper has been destroyed in accordance
with this section.

(5)      Any person who fails to comply with subsection (2) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $2,000.



                                 Investment of surplus funds on general account.
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321.(1) Whenever the cash balance standing to the credit of any company in liquidation is in excess of the amount
which, in the opinion of the committee of inspection, or, if there is no committee of inspection, of the liquidator, is
required for the time being to answer demands in respect of the estate of the company, the liquidator, if so directed
in writing by the committee of inspection, or, if there is no committee of inspection, the liquidator himself, may,
unless the Court on application by any creditor thinks fit to direct otherwise and so orders, invest the sum or any part
thereof in securities issued by the Government of Singapore or of Malaysia or place it on deposit at interest with any
bank, and any interest received in respect thereof shall form part of the assets of the company.

(2)       Whenever any part of the money so invested is, in the opinion of the committee of inspection, or, if there is
no committee of inspection, of the liquidator, required to answer any demands in respect of the company’s estate,
the committee of inspection may direct, or, if there is no committee of inspection, the liquidator may arrange for the
sale or realisation of such part of those securities as is necessary.



                                 Unclaimed assets to be paid to Official Receiver.

322.(1) Where a liquidator has in his hands or under his control —

                  (a)      any unclaimed dividend or other moneys which have remained unclaimed for more than
                           6 months from the date when the dividend or other moneys became payable; or

                  (b)      after making final distribution, any unclaimed or undistributed moneys arising from the
                           property of the company,

he shall forthwith pay those moneys to the Official Receiver to be placed to the credit of the Companies Liquidation
Account and shall be entitled to the prescribed certificate of receipt for the moneys so paid and that certificate shall
be an effectual discharge to him in respect thereof.

(2)      The Court may, at any time on the application of the Official Receiver, order any liquidator to submit to it
an account of any unclaimed or undistributed funds, dividends or other moneys in his hands or under hi